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                                                                     EXHIBIT 4.7

                            JDS UNIPHASE CORPORATION

                                    as Issuer

                                       AND

                              THE BANK OF NEW YORK

                                   as Trustee

                                   ----------

                                    INDENTURE

                          Dated as of October 31, 2003

                                   ----------


                  Zero Coupon Senior Convertible Notes due 2010

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                                TABLE OF CONTENTS

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<S>            <C>                                                                                                     <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........................................................1

  Section 1.01.  Definitions...............................................................................................1

  Section 1.02.  Compliance Certificates And Opinions......................................................................9

  Section 1.03.  Form Of Documents Delivered To Trustee...................................................................10

  Section 1.04.  Acts Of Holders; Record Dates............................................................................10

  Section 1.05.  Notices, Etc., to Trustee and Company....................................................................11

  Section 1.06.  Notice To Holders; Waiver................................................................................11

  Section 1.07.  Conflict With Trust Indenture Act........................................................................12

  Section 1.08.  Effect Of Headings And Table Of Contents.................................................................12

  Section 1.09.  Successors And Assigns...................................................................................12

  Section 1.10.  Separability Clause......................................................................................12

  Section 1.11.  Benefits Of Indenture....................................................................................12

  Section 1.12.  Governing Law............................................................................................12

  Section 1.13.  Legal Holiday............................................................................................12

  Section 1.14.  No Recourse Against Others...............................................................................13

ARTICLE 2 SECURITY FORMS..................................................................................................13

  Section 2.01.  Forms Generally..........................................................................................13

  Section 2.02.  Form Of Face Of Security.................................................................................13

  Section 2.03.  Form Of Reverse Of Security..............................................................................17

  Section 2.04.  Form Of Trustee's Certificate Of Authentication..........................................................26

  Section 2.05.  Legend On Restricted Securities..........................................................................26

ARTICLE 3 THE SECURITIES..................................................................................................26

  Section 3.01.  Title And Terms..........................................................................................26

  Section 3.02.  Denominations............................................................................................26

  Section 3.03.  Execution, Authentication, Delivery And Dating...........................................................27

  Section 3.04.  Temporary Securities.....................................................................................27

  Section 3.05.  Registration; Registration Of Transfer And Exchange; Restrictions On Transfer............................27
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                                       i
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<S>            <C>                                                                                                     <C>
  Section 3.06.  Mutilated, Destroyed, Lost And Stolen Securities.........................................................29

  Section 3.07.  Persons Deemed Owners....................................................................................30

  Section 3.08.  Book-entry Provisions For Global Securities..............................................................30

  Section 3.09.  Cancellation.............................................................................................31

  Section 3.10.  Special Transfer Provision...............................................................................32

  Section 3.11.  CUSIP Numbers............................................................................................33

  Section 3.12.  Ranking..................................................................................................33

ARTICLE 4 SATISFACTION AND DISCHARGE......................................................................................34

  Section 4.01.  Satisfaction And Discharge Of Indenture..................................................................34

  Section 4.02.  Application Of Trust Money...............................................................................35

ARTICLE 5 REMEDIES........................................................................................................35

  Section 5.01.  Events Of Default........................................................................................35

  Section 5.02.  Acceleration Of Maturity; Rescission And Annulment.......................................................36

  Section 5.03.  Other Remedies...........................................................................................37

  Section 5.04.  Collection Of Indebtedness And Suits For Enforcement By Trustee..........................................37

  Section 5.05.  Trustee May File Proofs Of Claim.........................................................................38

  Section 5.06.  Application Of Money Collected...........................................................................38

  Section 5.07.  Limitation On Suits......................................................................................38

  Section 5.08.  Unconditional Right Of Holders To Receive Payment........................................................39

  Section 5.09.  Restoration Of Rights And Remedies.......................................................................39

  Section 5.10.  Rights And Remedies Cumulative...........................................................................39

  Section 5.11.  Delay Or Omission Not Waiver.............................................................................39

  Section 5.12.  Control By Holders.......................................................................................40

  Section 5.13.  Waiver Of Past Defaults..................................................................................40

  Section 5.14.  Undertaking For Costs....................................................................................40

  Section 5.15.  Waiver Of Stay Or Extension Laws.........................................................................40

ARTICLE 6 THE TRUSTEE.....................................................................................................41

  Section 6.01.  Certain Duties And Responsibilities......................................................................41

  Section 6.02.  Notice Of Defaults.......................................................................................41

  Section 6.03.  Certain Rights Of Trustee................................................................................41

  Section 6.04.  Not Responsible For Recitals.............................................................................42

  Section 6.05.  May Hold Securities......................................................................................43
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                                       ii

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<S>            <C>                                                                                                     <C>
  Section 6.06.  Money Held In Trust......................................................................................43

  Section 6.07.  Compensation And Reimbursement...........................................................................43

  Section 6.08.  Disqualification; Conflicting Interests..................................................................44

  Section 6.09.  Corporate Trustee Required; Eligibility..................................................................44

  Section 6.10.  Resignation And Removal; Appointment Of Successor........................................................44

  Section 6.11.  Acceptance Of Appointment By Successor...................................................................45

  Section 6.12.  Merger, Conversion, Consolidation Or Succession To Business..............................................46

  Section 6.13.  Preferential Collection Of Claims Against................................................................46

ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY...........................................................46

  Section 7.01.  Company To Furnish Trustee Names And Addresses Of Holders................................................46

  Section 7.02.  Preservation Of Information; Communications To Holders...................................................46

  Section 7.03.  Reports By Trustee.......................................................................................47

  Section 7.04.  Reports By Company.......................................................................................47

ARTICLE 8 CONSOLIDATION, MERGER, CONVEY, TRANSFER OR LEASE................................................................48

  Section 8.01.  Company May Consolidate, Etc., Only On Certain Terms.....................................................48

  Section 8.02.  Successor Substituted....................................................................................48

ARTICLE 9 SUPPLEMENTAL INDENTURES.........................................................................................48

  Section 9.01.  Supplemental Indentures Without Consent Of Holders.......................................................48

  Section 9.02.  Supplemental Indentures With Consent Of Holders..........................................................49

  Section 9.04.  Execution Of Supplemental Indentures.....................................................................51

  Section 9.05.  Effect Of Supplemental Indentures........................................................................51

  Section 9.06.  Conformity With Trust Indenture Act......................................................................51

  Section 9.07.  Reference In Securities To Supplemental Indentures.......................................................51

ARTICLE 10 COVENANTS......................................................................................................51

  Section 10.01.  Payments................................................................................................51

  Section 10.02.  Maintenance Of Office Or Agency.........................................................................52

  Section 10.03.  Money For Security Payments To Be Held In Trust.........................................................52

  Section 10.04.  Statement By Officers As To Default.....................................................................53

  Section 10.05.  Existence...............................................................................................53

  Section 10.06.  Reports And Delivery Of Certain Information.............................................................54

  Section 10.07.  Resale Of Certain Securities............................................................................54
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                                      iii

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<Table>

<S>               <C>                                                                                                     <C>
  Section 10.08.  Book-Entry System.......................................................................................54

  Section 10.09.  Additional Interest Amounts Under The Registration Rights Agreement.....................................54

  Section 10.10.  Information For IRS Filings.............................................................................55

  Section 10.11.  Further Instruments And Acts............................................................................55

ARTICLE 11 REDEMPTION.....................................................................................................55

  Section 11.01.  The Company's Right To Redeem; Notice To Trustee........................................................55

  Section 11.02.  Selection Of Securities To Be Redeemed..................................................................55

  Section 11.03.  Notice of Redemption....................................................................................56

  Section 11.04.  Effect Of Notice Of Redemption..........................................................................57

  Section 11.05.  Deposit Of Redemption Price.............................................................................57

  Section 11.06.  Securities Redeemed In Part.............................................................................57

  Section 11.07.  Repayment To The Company................................................................................57

  Section 11.08.  Other Repurchases.......................................................................................57

ARTICLE 12 REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS ON A SPECIFIC DATE...........................................58

  Section 12.01.  Repurchase Of Securities At The Option Of Holders On A Specific Date....................................58

  Section 12.02.  Effect of Repurchase Notice.............................................................................60

  Section 12.03.  Deposit Of Repurchase Price.............................................................................60

  Section 12.04.  Securities Repurchased In Part..........................................................................61

  Section 12.05.  Covenant To Comply With Securities Laws Upon Repurchase Of Securities...................................61

  Section 12.06.  Repayment to the Company................................................................................61

ARTICLE 13 REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON DESIGNATED EVENT.....................................62

  Section 13.01.  Repurchase Of Securities At Option Of The Holder Upon Designated Event..................................62

  Section 13.02.  The Company's Right To Elect Manner Of Payment Of Designated Event Repurchase Price.....................65

  Section 13.03.  Effect Of Designated Event Repurchase Notice............................................................67

  Section 13.04.  Deposit Of Designated Event Repurchase Price............................................................68

  Section 13.05.  Securities Repurchased In Part..........................................................................69

  Section 13.06.  Covenant To Comply With Securities Laws Upon Repurchase Of Securities...................................69
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<S>               <C>                                                                                                    <C>
  Section 13.07.  Repayment To The Company................................................................................69

ARTICLE 14 PAYMENTS OF ADDITIONAL INTEREST AMOUNTS ON THE SECURITIES......................................................70

  Section 14.01.  Payment Of Additional Interest Amounts; Interest Rights Preserved.......................................70

ARTICLE 15 CONVERSION.....................................................................................................70

  Section 15.01.  Right To Convert........................................................................................70

  Section 15.02.  Conversion Procedure....................................................................................72

  Section 15.03.  Cash Payments In Lieu Of Fractional Shares..............................................................74

  Section 15.04.  Adjustment Of Conversion Price..........................................................................74

  Section 15.05.  Effect Of Reclassification, Consolidation, Merger Or Sale...............................................81

  Section 15.06.  Taxes On Shares Issued..................................................................................82

  Section 15.07.  Reservation Of Shares; Shares To Be Fully Paid; Compliance With Governmental
                  Requirements; Listing Of Common Stock...................................................................82

  Section 15.08.  Responsibility Of Trustee...............................................................................83

  Section 15.09.  Notice To Holders Prior To Certain Actions..............................................................83

  Section 15.10.  Cash Conversion Option..................................................................................84

  Section 15.11.  Company Determination Final.............................................................................86
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                                       v

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         INDENTURE, dated as of October 31, 2003, between JDS UNIPHASE
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware, as Issuer (herein called the "COMPANY"), having its principal
office at 1768 Automation Parkway, San Jose, California 95131, and THE BANK OF
NEW YORK, a New York banking corporation, as Trustee (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of Zero Coupon
Senior Convertible Notes due 2010 (each a "SECURITY" and collectively, the
"SECURITIES") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with the terms of the Securities
and the Indenture, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchases of the
Securities by the Holders thereof, it is mutually agreed, for the benefit of the
Company and the equal and proportionate benefit of all Holders of the
Securities, as follows:

                                   ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

                  (iv) the words "herein," "hereof' and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

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

         "ADDITIONAL INTEREST AMOUNT" shall have the meaning given to such term
in the Registration Rights Agreement.


                                       1
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         "ADDITIONAL INTEREST PAYMENT DATE" means each May 15 and November 15 of
each year, as provided in the Registration Rights Agreement.

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

         "AGENT MEMBERS" has the meaning specified in Section 3.08.

         "APPLICABLE STOCK PRICE" means, in respect of any date of
determination, the average of the Closing Sale Prices over the five Trading Day
period starting the third Trading Day following such date of determination.

         "BID SOLICITATION AGENT" means the Person appointed by the Company to
act as set forth in the definition of the term "Trading Price" in this Section
1.01. The Trustee shall initially be the Bid Solicitation Agent.

         "BOARD OF DIRECTORS" means, with respect to any Person, either the
board of directors of such Person or any duly authorized committee of that
board.

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

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or
obligated by law, or executive order or governmental decree to be closed.

         "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

         "CASH SETTLEMENT AVERAGING PERIOD" has the meaning specified in Section
15.10.

         "CASH SETTLEMENT NOTICE PERIOD" has the meaning specified in Section
15.10.

         "CLOSING SALE PRICE" of a share of 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 the 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, as reported by the
Nasdaq System or by the National Quotation Bureau Incorporated.


                                       2
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         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMMON STOCK" means the shares of Common Stock, par value $0.001 per
share, of the Company as it exists on the date of this Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed or, in the event of a merger, consolidation or other
similar transaction involving the Company that is otherwise permitted hereunder
in which the Company is not the surviving corporation, the common stock, common
equity interests, ordinary shares or depositary shares or other certificates
representing common equity interests of such surviving corporation or its direct
or indirect parent corporation.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its Chief Operating Officer
or any Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "CONTINUING DIRECTOR" means, at any date, a member of the Company's
Board of Directors (i) who was a member of such board on October 1, 2003 or (ii)
who was nominated or elected by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Company's Board of Directors was recommended or endorsed by at
least a majority of the directors who were Continuing Directors at the time of
such nomination or election or such lesser number comprising a majority of a
nominating committee comprised of independent directors if authority for such
nominations or elections has been delegated to a nominating committee whose
authority and composition have been approved by at least a majority of the
directors who were Continuing Directors at the time such committee was formed.
(Under this definition, if the Board of Directors of the Company as of the date
of this Indenture were to approve a new director or directors and then resign,
no Change in Control would occur even though the current Board of Directors
would thereafter cease to be in office).

         "CONVERSION AGENT" means the Trustee or such other office or agency
designated by the Company where Securities may be presented for conversion.

         "CONVERSION DATE" has the meaning specified in Section 15.02.

         "CONVERSION NOTICE" has the meaning specified in Section 15.02.

         "CONVERSION OBLIGATION" has the meaning specified in Section 15.10.


                                       3
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         "CONVERSION PRICE" has the meaning specified in the Securities.

         "CONVERSION RATE" means, at any time, $1,000 divided by the Conversion
Price in effect at such time, rounded to three decimal places (rounded up if the
fourth decimal place thereof is 5 or more and otherwise rounded down).

         "CONVERSION RETRACTION PERIOD" has the meaning specified in Section
15.10.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Indenture is located at 101
Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate
Trust Administration (JDS Uniphase Corporation -- Zero Coupon Senior Convertible
Notes due 2010) or at any other time at such other address as the Trustee may
designate from time to time by notice to the Company.

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

         "CURRENT MARKET PRICE" has the meaning specified in Section 15.04.

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

         "DEPOSITARY" means The Depository Trust Company until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean such successor Depositary.

         "DESIGNATED EVENT" has the meaning specified in Section 13.01.

         "DESIGNATED EVENT COMPANY NOTICE" has the meaning specified in Section
13.01.

         "DESIGNATED EVENT REPURCHASE DATE" has the meaning specified in Section
13.01.

         "DESIGNATED EVENT REPURCHASE NOTICE" has the meaning specified in
Section 13.01.

         "DESIGNATED EVENT REPURCHASE PRICE" has the meaning specified in
Section 13.01.

         "DISTRIBUTED SECURITIES" has the meaning specified in Section 15.04.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the United States Securities Exchange Act of 1934,
as amended.

         "EX-DIVIDEND DATE" means, with respect to any issuance or distribution
on shares of Common Stock, the first Trading Day on which the shares of Common
Stock trade regular way on the principal securities market on which the shares
of Common Stock are then traded without the right to receive such issuance or
distribution.

         "EXPIRATION TIME" has the meaning specified in Section 15.04.


                                       4
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         "FAIR MARKET VALUE" has the meaning specified in Section 15.04.

         "FINAL MATURITY DATE" means November 15, 2010.

         "FINAL NOTICE DATE" has the meaning specified in Section 15.10.

         "FUNDAMENTAL CHANGE" has the meaning specified in Section 13.01.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, in each case, as in effect in the United States from time to time.

         "GLOBAL SECURITY" means a Security in global form registered in the
Security Register in the name of a Depositary or a nominee thereof.

         "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "INITIAL PURCHASERS" means Morgan Stanley & Co. Incorporated, Goldman
Sachs & Co. and CIBC World Markets Corp.

         "ISSUE DATE" means the date the Securities are originally issued as set
forth on the face of the Security under this Indenture.

         "MARKET PRICE" means the average of the Closing Sale Price of one share
of Common Stock for the 5-Trading Day period immediately preceding and including
the third Business Day immediately preceding the applicable Designated Event
Repurchase Date (or if the third Business Day immediately preceding the relevant
date of determination is not a Trading Day, then on the last Trading Day
immediately preceding such third Business Day).

         "MATURITY", when used with respect to any Security, means the date on
which the Principal Amount, Redemption Price, Repurchase Price or Designated
Event Repurchase Price of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity, Redemption Date, Repurchase
Date or Designated Event Repurchase Date, or by declaration of acceleration or
otherwise.

         "98% CONVERSION DATE" has the meaning specified in Section 15.02.

         "98% MARKET CONDITION" has the meaning specified in Section 15.01.


                                       5
<PAGE>


         "NON-ELECTING SHARE" has the meaning specified in Section 15.05.

         "NON-U.S. PERSON" means a Person who is not a U.S. person, as defined
in Regulation S.

         "NOTICE OF DEFAULT" has the meaning specified in Section 5.01.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, the President or any Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 10.04 shall be the principal executive,
financial or accounting officer of the Company.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
external or in-house counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

         "OUTSTANDING," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

                  (ii) Securities, or portions thereof, for whose payment in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; and

                  (iii) Securities which have been paid or in exchange for or in
         lieu of which other Securities have been authenticated and delivered
         pursuant to this Indenture, other than any such Securities in respect
         of which there shall have been presented to the Trustee proof
         satisfactory to it that such Securities are held by a protected
         purchaser in whose hands such Securities are valid obligations of the
         Company;

         provided, however, that, in determining whether the Holders of the
requisite Principal Amount of the Outstanding Securities have given 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 of 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 Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

         "PARTIAL CASH AMOUNT" has the meaning specified in Section 15.10.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, and Additional Interest Amounts, Redemption Price, Repurchase
Price or Designated Event Repurchase Price of any Securities on behalf of the
Company. The Trustee shall initially be the Paying Agent.


                                       6
<PAGE>


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

         "PHYSICAL SECURITIES" means permanent certificated Securities in
registered form issued in denomination of $1,000 Principal Amount and integral
multiples thereof.

         "PRINCIPAL AMOUNT" of a Security means the Principal Amount as set
forth on the face of the Security.

         "PRINCIPAL VALUE CONVERSION" has the meaning specified in Section
15.02.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of October
27, 2003, entered into by the Company and the Initial Purchasers in connection
with the sale of the Securities.

         "PURCHASED SHARES" has the meaning specified in Section 15.04.

         "QUALIFIED INSTITUTIONAL BUYER" or "QIB" shall have the meaning
specified in Rule 144A.

         "RECORD DATE" has the meaning specified in Section 15.04.

         "REDEMPTION DATE" means, when used with respect to any Security to be
redeemed, the date fixed for redemption pursuant to this Indenture.

         "REDEMPTION PRICE" has the meaning set forth in Section 11.01.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of October 31, 2003, between the Company and the Initial
Purchasers, for the benefit of itself and the Holders, as the same may be
amended or modified from time to time in accordance with the terms thereof.

         "REGULAR RECORD DATE" for the Additional Interest Amounts payable on
any Additional Interest Payment Date means May 1 or November 1 (whether or not a
Business Day) next preceding such Additional Interest Payment Date.

         "REGULATION S" means Regulation S under the Securities Act.

         "REPURCHASE DATE" has the meaning set forth in Section 12.01.

         "REPURCHASE NOTICE" has the meaning set forth in Section 12.01.

         "REPURCHASE PRICE" has the meaning set forth in Section 12.01.


                                       7
<PAGE>


         "RESALE REGISTRATION STATEMENT" means a registration statement under
the Securities Act registering the Securities for resale pursuant to the terms
of the Registration Rights Agreement.

         "RESPONSIBLE OFFICER" means any officer of the Trustee within the
Corporate Trust Office of the Trustee with direct responsibility for the
administration of this Indenture and also, with respect to a particular matter,
any other officer of the Trustee to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject.

         "RESTRICTED SECURITY" or "RESTRICTED SECURITIES" has the meaning
specified in Section 2.05.

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

         "RULE 144A" means Rule 144A under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

         "RULE 144A INFORMATION" has the meaning specified in Section 2.03.

         "SECURITIES ACT" means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "SECURITY" or "SECURITIES" has the meaning specified in the first
paragraph of the Recitals of the Company.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SPIN-OFF" has the meaning specified in Section 15.04.

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

         "STOCK TRANSFER AGENT" means Chemical Trust Company of California or
such other Person designated by the Company as the transfer agent for the Common
Stock.

         "SUBSIDIARY" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "VOTING STOCK" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "SURVIVING ENTITY" has the meaning specified in Section 8.01.

         "TERMINATION OF TRADING" has the meaning specified in Section 13.01.


                                       8
<PAGE>


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

         "TRADING PRICE" means, as of any date of determination, the average of
the secondary market bid quotations per $1,000 Principal Amount of Securities
obtained by the Bid Solicitation Agent for $10,000,000 Principal Amount of
Securities at approximately 3:30 p.m., New York City time, on such date of
determination from three independent, nationally-recognized securities dealers
selected by the Company (none of which may include any of the Initial
Purchasers) and provided to the Bid Solicitation Agent in writing; provided,
that if at least three such bids cannot be reasonably obtained by the Bid
Solicitation Agent, but two bids are obtained, then the Trading Price, as of
such determination date, shall mean the average of such two bids, and if only
one bid can be reasonably obtained by the Bid Solicitation Agent, then the
Trading Price, as of such determination date, shall mean such one bid; provided,
however, that if the Bid Solicitation Agent, through the exercise of reasonable
efforts, is unable to obtain at least one bid from an independent,
nationally-recognized securities dealer, then the Trading Price of a Security
for such date of determination shall be deemed to be less than 98% of the
product of the Closing Sale Price of the Common Stock on such date of
determination and the Conversion Rate in effect as of such date of
determination.

         "TRIGGER EVENT" has the meaning specified in Section 15.04.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "TRUST
INDENTURE ACT" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "TRUSTEE" means the Person named as the "TRUSTEE" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"TRUSTEE" shall mean such successor Trustee.

         "VICE PRESIDENT" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT".

         Section 1.02. Compliance Certificates And Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.


                                       9
<PAGE>


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

         (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

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

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

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

         Section 1.03. Form Of Documents Delivered To Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Section 1.04. Acts Of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent


                                       10
<PAGE>


shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee reasonably deems sufficient.

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 7.01)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

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

         (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         Section 1.05. Notices, Etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

                  (i) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office;
         or

                  (ii) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company, Attention: General Counsel.

         Section 1.06. Notice To Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such


                                       11
<PAGE>


event, at such Holder's address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 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.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Section 1.07. Conflict With Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         Section 1.08. 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 1.09. Successors And Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 1.10. 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.

         Section 1.11. 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 respective successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

         Section 1.12. Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.

         Section 1.13. Legal Holiday. If any specified date (including a date
for giving notice) is a Legal Holiday, the action shall be taken on the next
succeeding day that is not a Legal Holiday, and, if the action to be taken on
such date is a payment in respect of the Securities, no interest, if any, shall
accrue for the intervening period.


                                       12
<PAGE>


         Section 1.14. No Recourse Against Others.

         No director, officer, employee, shareholder or Affiliate, as such, of
the Company from time to time shall have any liability for any obligations of
the Company under the Securities or this Indenture. Each Holder by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the Securities. Each of such directors, officers,
employers, shareholders and Affiliates of the Company is a third party
beneficiary of this Section 1.14.

                                    ARTICLE 2
                                 SECURITY FORMS

         Section 2.01. Forms Generally. The Securities and the Trustee's
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor, the Internal Revenue Code of 1986,
as amended, and regulations thereunder, or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof.

         The Securities shall be initially issued in the form of permanent
Global Securities in registered form in substantially the form set forth in this
Article. The aggregate Principal Amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, as hereinafter provided.

         Section 2.02. Form Of Face Of Security. [INCLUDE IF SECURITY IS A
RESTRICTED SECURITY -- THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON
STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.

         THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES


                                       13
<PAGE>


IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

         THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR
RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT.

         THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS
OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 31, 2003, ENTERED INTO
BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO
TIME.]

         [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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


                                       14
<PAGE>


         THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. HOLDERS NEEDING
INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT OR THE
YIELD TO MATURITY MAY CONTACT JDS UNIPHASE CORPORATION INVESTOR RELATIONS OR THE
COMPANY'S CONTROLLER, AT 1768 AUTOMATION PARKWAY, SAN JOSE, CA 95131, USA,
TELEPHONE NUMBER 408-546-5000.]

         [INCLUDE IF THE SECURITY IS NOT A GLOBAL SECURITY -- THE NOTE EVIDENCED
HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) A NON-U.S. PERSON; (2) AGREES THAT IT WILL NOT, PRIOR TO
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION),
RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE EXCEPT (A) TO THE COMPANY, OR ANY SUBSIDIARY THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF
SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 2(E) ABOVE), IT WILL FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE TRUSTEE


                                       15
<PAGE>


MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE
144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE BANK OF NEW YORK, AS TRUSTEE
(OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF TRANSFEREE IS A PURCHASER WHO IS NOT
A UNITED STATES PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRUSTEE MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER
OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION.]

                            JDS UNIPHASE CORPORATION

                  ZERO COUPON SENIOR CONVERTIBLE NOTES DUE 2010

No. [ ]                      CUSIP NO. [      ]                    U.S. $[ ]

         JDS Uniphase Corporation, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "COMPANY",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to __________, or
registered assigns, the principal sum of [       ] United States Dollars ($
) [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, in accordance with the rules and
procedures of the Depositary)] on November 15, 2010. Payment of the principal of
this Security shall be made by check mailed to the address of the Holder of this
Security specified in the register of Securities, or, at the option of the
Holder of this Security, at the Corporate Trust Office, in such lawful money of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts. The Issue Date of this Security is
[______, ____].

         Reference is made to the further provisions of this Security set forth
on the reverse hereof, including, without limitation, provisions giving the
Holder of this Security the right to convert this Security into Common Stock of
the Company in certain circumstances and the right to require the Company to
repurchase this Security upon certain events on the terms and subject to the
limitations referred to on the reverse hereof and as more fully specified in the
Indenture. Such further provisions shall for all purposes have the same effect
as though fully set forth at this place.

         This Security shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of said State.

         This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or a duly authorized authenticating agent under the Indenture.


                                       16
<PAGE>


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

                            JDS UNIPHASE CORPORATION

                            By:
                               ---------------------------------
                                     Authorized Signatory

Attest:


By:
   ----------------------------
       Authorized Signatory

         Section 2.03. Form Of Reverse Of Security. This Security is one of a
duly authorized issue of Securities of the Company, designated as its Zero
Coupon Senior Convertible Notes due 2010 (herein called the "SECURITIES"), all
issued or to be issued under and pursuant to an Indenture dated as of October
31, 2003 (herein called the "INDENTURE"), between the Company and The Bank of
New York (herein called the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.

         The indebtedness evidenced by the Securities is unsecured and
unsubordinated indebtedness of the Company and ranks equally with the Company's
other unsecured and unsubordinated indebtedness.

         Redemption at the Option of the Company. The Company may, at its
option, redeem the Securities for cash at any time as a whole, or from time to
time in part, on or after November 15, 2008, at a redemption price equal to 100%
of the Principal Amount of Securities to be redeemed plus Additional Interest
Amounts, if any, on those Securities up to, but not including, the Redemption
Date (the "REDEMPTION PRICE").

         Notice of redemption pursuant to this Section of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
cash sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on
such Redemption Date, Additional Interest Amounts, if any, cease to accrue on
such Securities or portions thereof. Securities in denominations larger than
$1,000 of Principal Amount may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount.

         Purchase By the Company at the Option of the Holder on the Repurchase
Date. Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the Holder, all or any portion
of the Securities held by such Holder on November 15, 2008 in integral multiples
of $1,000 at a repurchase price equal to 100% of the Principal Amount of those
Securities plus Additional Interest Amounts, if any, up to, but not including,


                                       17
<PAGE>


such Repurchase Date (the "REPURCHASE PRICE"). To exercise such right, a Holder
shall deliver to the Paying Agent a Repurchase Notice containing the information
set forth in the Indenture, at any time from 9:00 a.m., New York City time, on
the date that is 20 Business Days immediately preceding such Repurchase Date
until 5:00 p.m., New York City time, on the Repurchase Date, and shall deliver
the Securities to the Paying Agent as set forth in the Indenture.

         Purchase By the Company at the Option of the Holder upon a Designated
Event. At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to repurchase the Securities
if a Designated Event occurs at any time prior to November 15, 2010 at a price
equal to the Principal Amount plus accrued but unpaid Additional Interest
Amount, if any, up to, but not including, the repurchase date (the "DESIGNATED
EVENT REPURCHASE PRICE"). The Designated Event Repurchase Price may, at the
Company's option, be paid in cash, in shares of Common Stock or in any
combination of cash and shares of Common Stock in accordance with the Indenture.

         Holders have the right to withdraw any Repurchase Notice or Designated
Event Repurchase Notice by delivering to the Paying Agent a written notice of
withdrawal in accordance with the provisions of the Indenture.

         If cash sufficient to pay the Designated Event Repurchase Price of all
Securities or portions thereof to be purchased on a Designated Event Repurchase
Date is deposited with the Paying Agent on the Business Day following the
Designated Event Repurchase Date, the Holder thereof shall have no other rights
as such (other than the right to receive the Designated Event Repurchase Price,
upon surrender of such Security).

         Conversion. Subject to and in compliance with the provisions of the
Indenture (including without limitation the conditions of conversion of this
Security set forth in Section 15.01 thereof), the Holder hereof has the right,
at its option, to convert the Principal Amount hereof or any portion of such
principal which is $1,000 or an integral multiple thereof, into, subject to
Section 15.02 of the Indenture, that number of fully paid and non-assessable
shares of Common Stock, as said shares shall be constituted at the date of
conversion, obtained by dividing the Principal Amount of this Security or
portion thereof to be converted by the conversion price of $4.94 (the
"CONVERSION PRICE") as adjusted from time to time as provided in the Indenture,
upon surrender of this Security, together with a Conversion Notice as provided
in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such Holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this
Security, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the Holder or by his duly
authorized attorney. No fractional shares will be issued upon any conversion,
but an adjustment and payment in cash will be made, as provided in the
Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Securities for conversion. Securities in
respect of which a Holder is exercising its right to require repurchase on a
Repurchase Date or Designated Event Repurchase Date may be converted only if
such Holder withdraws its election to exercise such right in accordance with the
terms of the Indenture.


                                       18
<PAGE>


         Upon conversion, the Company may choose to deliver cash in lieu of
shares of Common Stock, shares of Common Stock or a combination of cash and
shares of Common Stock in accordance with the Indenture.

         The Company will notify Holders of any event triggering the right to
convert the Securities as specified above in accordance with the Indenture.

         [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit
or withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depositary, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.]

         [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain
limitations in the Indenture, at any time when the Company is not subject to
Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as
amended, upon the request of a Holder of a Restricted Security, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities, or to a prospective purchaser of
any such security designated by any such Holder, to the extent required to
permit compliance by any such Holder with Rule 144A under the Securities Act of
1933, as amended (the "SECURITIES ACT"). "RULE 144A INFORMATION" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).]

         If an Event of Default shall occur and be continuing, the Principal
Amount plus accrued but unpaid Additional Interest Amounts, if any, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate Principal Amount of the Outstanding
Securities. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate Principal Amount of the Outstanding
Securities, on behalf of the Holders of all the Securities, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in aggregate Principal Amount of
the Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity


                                       19
<PAGE>


satisfactory to it, and the Trustee shall not have received from the Holders of
a majority in Principal Amount of Outstanding Securities a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of said principal hereof on or
after the respective due dates expressed herein or for the enforcement of any
conversion right.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Principal Amount, Redemption Price,
Repurchase Price or Designated Event Repurchase Price of, and Additional
Interest Amounts, if any, on, this Security at the times, place and rate, and in
the coin, currency or shares, herein prescribed. Notwithstanding the foregoing,
prior to the occurrence of a Designated Event, the Company may, with the consent
of the holders of not less than a majority of the Securities, amend the
obligation of the Company to repurchase Securities upon a Designated Event.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate Principal Amount, will be
issued to the designated transferee or transferees.

         The Securities are issuable only in registered form in denominations of
$1,000 and any integral multiple of $1,000 above that amount, as provided in the
Indenture and subject to certain limitations therein set forth. Securities are
exchangeable for a like aggregate Principal Amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this 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 this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

         All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



                                       20
<PAGE>



                                 ASSIGNMENT FORM

         If you want to assign this Security, fill in the form below and have
your signature guaranteed:

         I or we assign and transfer this Security to:


________________________________________________________________________________



________________________________________________________________________________



________________________________________________________________________________
        (Print or type name, address and zip code and social security or
                           tax ID number of assignee)

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


             Date: __________________          Signed: ____________________

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

     Signature Guarantee: _________________________________


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


                                       21
<PAGE>

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "SECURITIES ACT"), covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) the second anniversary of the Issue Date set forth on the
face of this Security, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer and
that this Security is being transferred:

                                   [Check One]

               (1) [ ]  to the Company or a subsidiary thereof; or

               (2) [ ]  to a "QUALIFIED INSTITUTIONAL BUYER" pursuant to and in
                        compliance with Rule 144A under the Securities Act; or


               (3) [ ]  outside the United States to a "FOREIGN PERSON" in
                        compliance with Rule 904 of Regulation S under the
                        Securities Act; or

               (4) [ ]  pursuant to the exemption from registration provided by
                        Rule 144 under the Securities Act.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any Person
other than the registered Holder thereof, provided that if box (3) or (4) is
checked, the Company may require, prior to registering any such transfer of the
Securities, in its sole discretion, such legal opinions, certifications
(including an investment letter in the case of box (3)) and other information as
the Company may reasonably request to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.

         If none of the foregoing boxes is checked, the Trustee or Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.10 of the Indenture
shall have been satisfied.

             Date: __________________          Signed: ____________________

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

             Signature Guarantee: ________________________________



                                       22
<PAGE>


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



                                       23
<PAGE>



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "QUALIFIED
INSTITUTIONAL BUYER" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

             Date: __________________          Signed: ____________________

             NOTICE: To be executed by an executive officer.



                                       24
<PAGE>


                                CONVERSION NOTICE

         If you want to convert this Security into Common Stock of the Company
(or cash if the Company so elects), 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 social security or tax ID no.)


________________________________________________________________________________



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



             Date: __________________          Signed: ____________________

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

     Signature Guarantee: _________________________________



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


                                       25
<PAGE>


         Section 2.04. Form Of Trustee's Certificate Of Authentication. This is
one of the Securities referred to in the within-mentioned Indenture.

Dated:                             THE BANK OF NEW YORK,
      --------------
                                                                      as Trustee



                                   By
                                     -------------------------------------------
                                                            Authorized Signatory

         Section 2.05. Legend On Restricted Securities. During the period
beginning on the Issue Date and ending on the date two years from such date, any
Security including any Security issued in exchange therefor or in lieu thereof,
shall be deemed a "RESTRICTED SECURITY" and shall be subject to the restrictions
on transfer provided in the legends set forth on the face of the form of
Security in Section 2.02; provided, however, that the term "RESTRICTED SECURITY"
shall not include any Securities as to which restrictions have been terminated
in accordance with Section 3.05. All Securities shall bear the applicable
legends set forth on the face of the form of Security in Section 2.02. Except as
provided in Section 3.05 and Section 3.10, the Trustee shall not issue any
unlegended Security until it has received an Officers' Certificate from the
Company directing it to do so.

                                    ARTICLE 3
                                 THE SECURITIES

         Section 3.01. Title And Terms. The aggregate Principal Amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited.

         The Securities shall be known and designated as the "Zero Coupon Senior
Convertible Notes due 2010" of the Company. The Principal Amount shall be
payable on November 15, 2010.

         The Principal Amount of and Additional Interest Amounts, if any, on the
Securities shall be payable at the office or agency of the Company in The City
of New York maintained for such purpose and at any other office or agency
maintained by the Company for such purpose; provided, however, that at the
option of the Company payments may be made by wire transfer or by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register.

         The Securities shall not have the benefit of a sinking fund.

         The Securities shall not be superior in right of payment to, and shall
rank pari passu with, all other unsecured and unsubordinated indebtedness of the
Company.

         Section 3.02. Denominations. The Securities shall be issuable only in
registered form without coupons and in denominations of $1,000 and any integral
multiple of $1,000 above that amount.


                                       26
<PAGE>


         Section 3.03. Execution, Authentication, Delivery And Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its Chief Operating Officer, one of its Vice
Presidents, its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities. The Company Order shall specify
the amount of Securities to be authenticated, and shall further specify the
amount of such Securities to be issued as a Global Security or as Physical
Securities. The Trustee in accordance with such Company Order shall authenticate
and deliver such Securities as in this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

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

         Section 3.04. Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee 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 evidenced by their execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
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 3.05. Registration; Registration Of Transfer And Exchange;
Restrictions On Transfer. (a) The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated


                                       27
<PAGE>


pursuant to Section 10.02 being herein sometimes collectively referred to as the
"SECURITY REGISTER") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed "Security Registrar"
(the "SECURITY REGISTRAR") for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate Principal
Amount and tenor, each such Security bearing such restrictive legends as may be
required by this Indenture (including Section 2.02, 2.05 and 3.10).

         At the option of the Holder and subject to the other provisions of this
Section 3.05 and to Section 3.10, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing. As a condition to the
registration of transfer of any Restricted Securities, the Company or the
Trustee may require evidence satisfactory to them as to the compliance with the
restrictions set forth in the legend on such securities.

         Except as provided in the following sentence and in Section 3.10, all
Securities originally issued hereunder and all Securities issued upon
registration of transfer or exchange or replacement thereof shall be Restricted
Securities and shall bear the legend required by Section 2.02 and 2.05, unless
the Company shall have delivered to the Trustee (and the Security Registrar, if
other than the Trustee) a Company Order stating that the Security is not a
Restricted Security and may be issued without such legend thereon. Securities
which are issued upon registration of transfer of, or in exchange for,
Securities which are not Restricted Securities shall not be Restricted
Securities and shall not bear such legend.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04 or 9.07 not involving any transfer.


                                       28
<PAGE>


         The Company shall not be required to exchange or register a transfer of
any Security (i) that has been surrendered for conversion or (ii) as to which a
Repurchase Notice or a Designated Event Repurchase Notice has been delivered and
not withdrawn, except, where such Repurchase Notice or Designated Event
Repurchase Notice provides that such Security is to be purchased only in part,
the Company shall be required to exchange or register a transfer of the portion
thereof not to be purchased.

         (b) Beneficial ownership of every Restricted Security shall be subject
to the restrictions on transfer provided in the legends required to be set forth
on the face of each Restricted Security pursuant to Section 2.02 and 2.05,
unless such restrictions on transfer shall be terminated in accordance with this
Section 3.05(b) or Section 3.10. The Holder of each Restricted Security, by such
Holder's acceptance thereof, agrees to be bound by such restrictions on
transfer.

         The restrictions imposed by this Section 3.05 and Section 2.02, 2.05
and 3.10 upon the transferability of any particular Restricted Security shall
cease and terminate upon delivery by the Company to the Trustee of an Officers'
Certificate stating that such Restricted Security has been sold pursuant to an
effective Resale Registration Statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto). Any Restricted Security as to which the Company has delivered to the
Trustee an Officers' Certificate that such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Security for exchange to the Security Registrar in
accordance with the provisions of this Section 3.05, be exchanged for a new
Security, of like tenor and aggregate Principal Amount, which shall not bear the
restrictive legends required by Section 2.02 and 2.05. The Company shall inform
the Trustee in writing of the effective date of any Resale Registration
Statement registering the Securities under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned Resale Registration Statement.

         As used in the preceding two paragraphs of this Section 3.05, the term
"transfer" encompasses any sale, pledge, transfer or other disposition of any
Restricted Security.

         (c) Neither the Trustee nor any of its agents shall (i) have any duty
to monitor compliance with or with respect to any federal or state or other
securities or tax laws or (ii) have any duty to obtain documentation on any
transfers or exchanges other than as specifically required hereunder.

         Section 3.06. Mutilated, Destroyed, Lost And Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of like tenor and Principal Amount and bearing a number not contemporaneously
outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and Principal Amount and bearing a number not contemporaneously
outstanding.


                                       29
<PAGE>


         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

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

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

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

         Section 3.07. 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 on such Security 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 3.08. Book-entry Provisions For Global Securities. (a) The
Global Securities initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for the Depositary and (iii) bear legends as set forth on the face
of the form of Security in Section 2.02.

         Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the 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 impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of any Holder.

         (b) Transfers of the Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Physical Securities shall be transferred to beneficial owners in
exchange for their beneficial interests in the Global Securities only if (A)
such Depositary has notified the Company (or the Company becomes aware) that the


                                       30
<PAGE>


Depositary (i) is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act when the Depositary is required to be so registered to act as such
Depositary and, in both such cases, no successor Depositary shall have been
appointed within 90 days of such notification or of the Company becoming aware
of such event, (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security and the Outstanding Securities
shall have become due and payable pursuant to Section 5.02 and any Holder
requests that Physical Securities be issued or (C) the Company has determined in
its sole discretion that the Securities shall no longer be represented by Global
Securities; provided that Holders of Physical Securities offered and sold in
reliance on Rule 144A shall have the right, subject to applicable law, to
request that such Securities be exchanged for interests in the applicable Global
Security. Any such transfer or exchange of interests of beneficial owners in a
Global Security, in whole or in part, for Physical Securities shall be in
accordance with the rules and procedures of the Depositary and the provisions of
Section 3.10.

         (c) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Security to beneficial owners pursuant to
paragraph (b), the Security Registrar shall (if one or more Physical Securities
are to be issued) reflect on its books and records the date and a decrease in
the Principal Amount of the Global Security in an amount equal to the Principal
Amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Physical Securities of like tenor and amount.

         (d) In connection with the transfer of the entire Global Security to
beneficial owners pursuant to paragraph (b), the Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the Global Security, an equal aggregate Principal Amount of Physical Securities
of authorized denominations and the same tenor.

         (e) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in the Global Security pursuant to paragraph (c) or
(d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of
Section 3.10, bear the legend regarding transfer restrictions applicable to the
Physical Securities set forth on the face of the form of Security in Section
2.02.

         (f) The Holder of the Global Securities may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

         Section 3.09. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Trustee shall cancel
and dispose of all Securities surrendered for registration of transfer,
exchange, payment, purchase, repurchase, redemption, conversion (pursuant to
Article 15 hereof) or cancellation in accordance with its customary practices.
If the Company shall acquire


                                       31
<PAGE>


any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation. The Company may not
issue new Securities to replace Securities it has paid in full or delivered to
the Trustee for cancellation.

         Section 3.10. Special Transfer Provision. (a) Transfers to Non-U.S.
Persons. The following provisions shall apply with respect to the registration
of any proposed transfer of a Security constituting a Restricted Security to any
Non-U.S. Person to which Securities in the form of Global Securities cannot be
issued:

                  (i) the Security Registrar shall register the transfer of any
         Security constituting a Restricted Security, whether or not such
         Security bears the legend required by Section 2.02 and 2.05, if (x) the
         requested transfer is after the second anniversary of the Issue Date of
         such Security or (y) the proposed transferor has delivered to the
         Security Registrar a certificate substantially in the form of EXHIBIT A
         hereto, together with such other certifications, legal opinions or
         other information as the Company may reasonably require to confirm that
         such transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act; and

                  (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in the Global Security, upon receipt by the
         Security Registrar of (x) the certificate, if any, required by
         paragraph (i) above and instructions given in accordance with the
         Depositary's and the Security Registrar's procedures,

whereupon (1) the Security Registrar shall reflect on its books and records the
date and (if the transfer does not involve a transfer of outstanding Physical
Securities) a decrease in the Principal Amount of the Global Security in an
amount equal to the Principal Amount of the beneficial interest in the Global
Security to be transferred, and (b) the Company shall execute and the Trustee
shall authenticate and deliver one or more Physical Securities of like tenor and
amount.

         (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Security constituting
a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

                  (i) the Security Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Security stating, or has otherwise advised
         the Company and the Security Registrar in writing, that the sale has
         been made in compliance with the provisions of Rule 144A to a
         transferee who has signed the certification provided for on the form of
         Security stating, or has otherwise advised the Company and the Security
         Registrar in writing, that it is purchasing the Security for its own
         account or an account with respect to which it exercises sole
         investment discretion and that it and any such account is a QIB within
         the meaning of Rule 144A, and is aware that the sale to it is being
         made in reliance on Rule 144A and acknowledges that it has received
         such information regarding the Company as it has requested pursuant to
         Rule 144A or has determined not to request such information and that it
         is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A; and


                                       32
<PAGE>


                  (ii) if the proposed transferee is an Agent Member, and the
         Securities to be transferred consist of Physical Securities which after
         transfer are to be evidenced by an interest in the Global Security,
         upon receipt by the Security Registrar of instructions given in
         accordance with the Depositary's and the Security Registrar's
         procedures, the Security Registrar shall reflect on its books and
         records the date and an increase in the Principal Amount of the Global
         Security in an amount equal to the Principal Amount of the Physical
         Securities to be transferred, and the Trustee shall cancel the Physical
         Securities so transferred.

         (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Securities not bearing the legends required by
Section 2.02 and 2.05, the Security Registrar shall deliver Securities that do
not bear such legends. Upon the registration of transfer, exchange or
replacement of Securities bearing the legends required by Section 2.02 and 2.05,
the Security Registrar shall deliver only Securities that bear such legends
unless (i) the circumstance contemplated by paragraph (a)(i)(x) of this Section
3.10 exists or (ii) there is delivered to the Security Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

         (d) General. By its acceptance of any Security bearing the legends
required by Section 2.02 and 2.05, each Holder of such a Security acknowledges
the restrictions on transfer of such Security set forth in this Indenture and in
such legends and agrees that it will transfer such Security only as provided in
this Indenture.

         The Security Registrar shall retain, in accordance with its customary
procedures, copies of all letters, notices and other written communications
received pursuant to this Section 3.10. The Company shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Security Registrar.

         Section 3.11. 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 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
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such notice shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

         Section 3.12. Ranking. The indebtedness of the Company arising under or
in connection with this Indenture and every outstanding Security issued under
this Indenture from time to time constitutes and will constitute a senior
unsecured general obligation of the Company, ranking equally with other existing
and future senior unsecured and unsubordinated Indebtedness of the Company and
ranking senior in right of payment to any future Indebtedness of the Company
that


                                       33
<PAGE>


is expressly made subordinate to the Securities by the terms of such
Indebtedness. For purposes of this Section 3.12 only, "Indebtedness" means,
without duplication, the principal or face amount of (i) all obligations for
borrowed money, (ii) all obligations evidenced by debentures, notes or other
similar instruments, (iii) all obligations in respect of letters of credit or
bankers acceptances or similar instruments (or reimbursement obligations with
respect thereto), (iv) all obligations to pay the deferred purchase price of
property or services, (v) all obligations as lessee which are capitalized in
accordance with generally accepted accounting principles, and (vi) all
Indebtedness of others guaranteed by the Company or any of its Subsidiaries or
for which the Company or any of its Subsidiaries is legally responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds or
to invest in, others).

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

         Section 4.01. Satisfaction And Discharge Of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

         (a) either

                  (i) all Securities theretofore authenticated and delivered
         (other than (A) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 3.06 and
         (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 discharged from such
         trust as provided in Section 10.03) have been delivered to the Trustee
         for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
         Trustee for cancellation have become due and payable and the Company
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for the purpose an amount sufficient to pay and discharge the
         entire indebtedness evidenced by such Securities not theretofore
         delivered to the Trustee for cancellation.

         (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 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.


                                       34
<PAGE>


         Section 4.02. Application Of Trust Money. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 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 (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and Additional Interest Amounts, if any, for whose payment such
money has been deposited with the Trustee.

                                    ARTICLE 5
                                    REMEDIES

         Section 5.01. Events Of Default. "EVENT OF DEFAULT", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (a) default in the payment of the Principal Amount, Redemption Price,
Repurchase Price or Designated Event Repurchase Price on any Security when it
becomes due and payable; or

         (b) default in the payment of Additional Interest Amounts, if any, upon
any Security, when such amounts become due and payable, and continuance of such
default for a period of 30 days; or

         (c) default in the payment of any indebtedness for borrowed money by
the Company or any of its significant subsidiaries (all or substantially all of
the outstanding voting securities of which are owned, directly or indirectly, by
the Company) in an outstanding principal amount in excess of $50,000,000 when
such amounts become due at final maturity or upon acceleration, and such
indebtedness is not discharged, or such default in payment or acceleration is
not cured or rescinded within 30 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate Principal Amount of the
Outstanding Securities a written notice specifying such default and requiring it
to be remedied and stating that such notice is a "NOTICE OF DEFAULT" hereunder;
or

         (d) default in the performance of any covenant, agreement or condition
of the Company in this Indenture or the Securities (other than a default
specified in (a) or (b) above), and continuance of such default for a period of
60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate Principal Amount of the Outstanding Securities a written
notice specifying such default and requiring it to be remedied and stating that
such notice is a "NOTICE OF DEFAULT" hereunder; or

         (e) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any of its significant
subsidiaries of a voluntary case or


                                       35
<PAGE>


proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging the
Company as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law or (iii) appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

         (f) the commencement by the Company or any of its significant
subsidiaries of a voluntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due.

         Section 5.02. Acceleration Of Maturity; Rescission And Annulment. (a)
If an Event of Default (other than those specified in Section 5.01(e) and
5.01(f)) occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate Principal Amount of the
Outstanding Securities may declare the Principal Amount plus Additional Interest
Amounts, if any, on all the Outstanding Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such Principal Amount plus accrued
but unpaid Additional Interest Amounts, if any, shall become immediately due and
payable.

         Notwithstanding the foregoing, in the case of an Event of Default
specified in Section 5.01(e) or 5.01(f), the Principal Amount plus accrued but
unpaid Additional Interest Amounts, if any, on all Outstanding Securities will
ipso facto become due and payable without any declaration or other Act on the
part of the Trustee or any Holder.

         (b) At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in aggregate Principal Amount of the Outstanding Securities, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

                  (i) the Company has paid or deposited with the Trustee a sum
         sufficient to pay


                                       36
<PAGE>


                           (A) the Principal Amount plus accrued but unpaid
                  Additional Interest Amounts, if any, Redemption Price,
                  Repurchase Price or Designated Event Repurchase Price, as
                  applicable, on any Securities which have become due otherwise
                  than by such declaration of acceleration, and interest on any
                  such amounts that are overdue at the rate of 1.00% per annum
                  from the required payment date, and

                           (B) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due the Trustee under Section
                  6.07; and

                  (ii) all Events of Default, other than the non-payment of the
         Principal Amount plus accrued but unpaid Additional Interest Amounts,
         if any, on Securities which have become due solely by such declaration
         of acceleration, have been cured or waived as provided in Section 5.13.

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

         Section 5.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, but shall not be obligated to, pursue any available
remedy to collect the payment of the Principal Amount plus accrued but unpaid
Additional Interest Amounts, if any, on the Securities or to enforce the
performance of any provision of the Securities or this Indenture. The Trustee
may maintain a proceeding even if 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 5.04. Collection Of Indebtedness And Suits For Enforcement By
Trustee.

The Company covenants that if:

                  (i) default is made in the payment of any Additional Interest
         Amounts on any Security when such amounts become due and payable, and
         such default continues for a period of 30 days, or

                  (ii) default is made in the payment of the Principal Amount
         plus accrued but unpaid Additional Interest Amounts, if any, at the
         Stated Maturity thereof or in the payment of the Redemption Price,
         Repurchase Price or Designated Event Repurchase Price in respect of any
         Security,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


                                       37
<PAGE>


         Section 5.05. Trustee May File Proofs Of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section 5.06. Application Of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money to Holders, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section
6.07; and

         SECOND: To the payment of the amounts then due and unpaid on the
Securities for the Principal Amount, Redemption Price, Repurchase Price,
Designated Event Repurchase Price or Additional Interest Amounts, if any, as the
case may be, 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.

         Section 5.07. Limitation On Suits. No Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder (other than in the case of an Event of Default specified
in Section 5.01(a) or 5.01(b)), unless:

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

                  (ii) the Holders of not less than 25% in aggregate Principal
         Amount of the Outstanding Securities shall have made written request to
         the Trustee to institute proceedings in respect of such Event of
         Default in its own name as Trustee hereunder;

                  (iii) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to it against the costs, expenses and
         liabilities to be incurred in compliance with such request;


                                       38
<PAGE>


                  (iv) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (v) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in aggregate Principal Amount of the Outstanding Securities;

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

         Section 5.08. Unconditional Right Of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount, Redemption Price, Repurchase Price,
Designated Event Repurchase Price or Additional Interest Amounts, if any, in
respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or on or after any Redemption Date, Repurchase
Date or Designated Event Repurchase Date, as applicable, and to convert the
Securities in accordance with Article 15, or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.
For purposes of clarification, prior to the occurrence of a Designated Event,
the provisions relating to the right to receive payment upon a Designated Event
Repurchase Date may be modified in the manner set forth in Section 9.02.

         Section 5.09. Restoration Of Rights And Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.10. Rights And Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11. Delay Or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


                                       39
<PAGE>


         Section 5.12. Control By Holders. The Holders of a majority in
Principal Amount of the Outstanding Securities shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee,
provided that:

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

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

         Section 5.13. Waiver Of Past Defaults. The Holders of not less than a
majority in Principal Amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past Default hereunder and its
consequences, except a Default:

                  (i) described in Section 5.01(a) or 5.01(b); or

                  (ii) in respect of a covenant or provision hereof which under
         Article 9 cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

         Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

         Section 5.14. 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, in either case in respect of the
Securities, a court may require any party litigant in such suit to file an
undertaking to pay the costs of the suit, and the court may assess reasonable
costs, including reasonable attorney's fees, against any party litigant in the
suit having due regard to the merits and good faith of the claims or defenses
made by the party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in Principal Amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the Principal
Amount or accrued but unpaid Additional Interest Amounts, if any, on any
Security on or after Maturity of such Security or the Redemption Price,
Repurchase Price or Designated Event Repurchase Price.

         Section 5.15. Waiver Of Stay Or Extension 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 wherever enacted, now or at any time
hereafter in force, 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.


                                       40
<PAGE>


                                   ARTICLE 6
                                   THE TRUSTEE

         Section 6.01. Certain Duties And Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act
and as set forth herein. In case an Event of Default with respect to the
Securities has occurred (which has not been cured or waived), the Trustee shall
exercise the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers. Except during the continuance of an Event of
Default, the Trustee need perform only those duties as are specifically set
forth in this Indenture and no duties, covenants or obligations of the Trustee
shall be implied in this Indenture. Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

         Section 6.02. Notice Of Defaults. The Trustee shall give the Holders
notice of any Default hereunder within 60 days after the occurrence thereof or,
if later, within 15 days after it is known to the Trustee, unless such Default
shall have been cured or waived before the giving of such notice; provided, that
(except in the case of any Default in the payment of Principal Amount, premium
or Additional Interest Amount, if any, on any of the Securities or the
Redemption Price, Repurchase Price or Designated Event Repurchase Price), the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors or trustees and/or a Responsible Officer of the Trustee
in good faith determines that the withholding of such notice is in the interest
of the holders of Securities.

         Section 6.03. Certain Rights Of Trustee. Subject to the provisions of
Section 6.01:

         (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors of the Company may be sufficiently evidenced by a
Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;


                                       41
<PAGE>


         (d) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit; and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any willful misconduct or
gross negligence on the part of any agent or attorney appointed with due care by
it hereunder;

         (h) the Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities unless either (i) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (ii)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or any other obligor on such Securities or by any Holder
of such Securities;

         (i) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

         Section 6.04. Not Responsible For Recitals. The recitals contained
herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee


                                       42
<PAGE>


makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Section 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

         Section 6.06. Money Held In Trust. 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 be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

         Section 6.07. Compensation And Reimbursement. The Company agrees:

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

                  (ii) except as otherwise expressly provided herein, 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 and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its gross negligence or bad faith;

                  (iii) to indemnify the Trustee and any predecessor Trustee
         for, and to hold it harmless against, any loss, liability or expense
         including taxes (other than taxes based upon, measured by or determined
         by the income of the Trustee) incurred without gross negligence or bad
         faith on its part, arising out of or in connection with the acceptance
         or administration of this trust, including the reasonable costs and
         expenses of defending itself against any claim (whether assessed by the
         Company, by any Holder or any other Person) or liability in connection
         with the exercise or performance of any of its powers or duties
         hereunder; and

                  (iv) the Trustee shall notify the Company promptly of any
         claim asserted against it. Failure by the Trustee to so notify the
         Company shall not relieve the Company of its obligations under this
         Section 6.07. The Company shall defend the claim and the Trustee shall
         cooperate in the defense. The Trustee may at its option have separate
         counsel of its own choosing and the Company shall pay the reasonable
         fees and expenses of such counsel. The Company need not pay for any
         settlement made without its written consent, which consent shall not be
         unreasonably withheld.

         The obligations of the Company under this Section 6.07 shall survive
the resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture. To secure the


                                       43
<PAGE>


Company's payment obligations in this Section 6.07, 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 principal and interest on the
Securities. Such lien shall survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture. When the Trustee incurs
expenses or renders services after a Default or an Event of Default specified in
Section 5.01(e) and 5.01(f) hereof occurs, the expenses and the compensation for
the services (including, the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under United States Code,
Title 11 or any other similar foreign, federal or state law for the relief of
debtors.

         Section 6.08. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

         Section 6.09. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

         Section 6.10. Resignation And Removal; Appointment Of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction at the expense of the Trustee for the appointment of a successor
Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in Principal Amount of the Outstanding Securities, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities.

         (d) If at any time:


                                       44
<PAGE>


                  (i) the Trustee shall fail to comply with Section 6.08 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (ii) the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (iii) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent, or

                  (iv) a receiver of the Trustee or of its property shall be
         appointed or any public officer shall take charge or control of the
         Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Company Order may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of such Holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Company Order, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in Principal Amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.06. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

         (g) If a Trustee is removed with or without cause, all fees and
expenses (including the reasonable fees and expenses of counsel) of the Trustee
incurred in the administration of the trust or in the performance of the duties
hereunder prior to such removal shall be paid to the Trustee.

         Section 6.11. Acceptance Of Appointment By Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such


                                       45
<PAGE>


successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

         Section 6.12. Merger, Conversion, Consolidation Or Succession To
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         Section 6.13. Preferential Collection Of Claims Against. If and when
the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).

                                   ARTICLE 7
              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

         Section 7.01. Company To Furnish Trustee Names And Addresses Of
Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (i) semi-annually, not later than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders as of such Regular
         Record Date; and

                  (ii) at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

provided, however, that no such list need be furnished so long as the Trustee is
acting as Security Registrar.

         Section 7.02. Preservation Of Information; Communications To Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01


                                       46
<PAGE>


and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         Section 7.03. Reports By Trustee. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 15
in each calendar year, commencing in July 15, 2004. Each such report shall be
dated as of a date not more than 60 days prior to the date of transmission.

         (a) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
shall notify the Trustee promptly (and in any event within 10 days) whenever the
Securities become listed on any stock exchange or of any delisting thereof.

         Section 7.04. Reports By Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. In the event the Company is not subject to Section
13 or 15(d) of the Exchange Act, it shall file with the Trustee upon request the
information required to be delivered pursuant to Rule 144A(d) under the
Securities Act. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). It is expressly
understood that materials transmitted electronically by the Company to the
Trustee shall be deemed filed with the Trustee for purposes of this Section
7.04.


                                       47
<PAGE>


                                    ARTICLE 8
                CONSOLIDATION, MERGER, CONVEY, TRANSFER OR LEASE

         Section 8.01. Company May Consolidate, Etc., Only On Certain Terms. The
Company shall not consolidate or combine with or merge into any other Person or
convey, transfer or lease its properties, and assets, substantially as an entity
to another Person, unless:

         (a) either (i) the Company shall be the continuing Person or (ii) the
Person (if other than the Company) formed by such consolidation or combination
into which the Company is merged or the Person which acquires by conveyance,
transfer or other business combination, or which leases, the properties and
assets of the Company substantially as an entirety (the "SURVIVING ENTITY"), (1)
shall be organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and (2) the Surviving
Entity shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, all of the obligations of the Company under the
Securities and this Indenture;

         (b) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and

         (c) the Company or the Surviving Entity has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, business combination or lease and,
if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article 8 and Article 9,
respectively.

         Section 8.02. Successor Substituted. Upon any consolidation or
combination of the Company with, or merger of the Company into, any other Person
or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.01, the successor
Person formed by such consolidation or combination or into which the Company is
merged or to which such conveyance, transfer, business combination or lease 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 had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                   ARTICLE 9
                             SUPPLEMENTAL INDENTURES

         Section 9.01. Supplemental Indentures Without Consent Of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may amend,
modify or supplement this Indenture or the Securities, in form satisfactory to
the Trustee, for any of the following purposes:


                                       48
<PAGE>


                  (i) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities; or

                  (ii) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Company; or

                  (iii) to provide for a successor Trustee with respect to the
         Securities; or

                  (iv) to add any additional Events of Default with respect to
         the Securities; or

                  (v) to cure any ambiguity or defect, to correct or supplement
         any provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, provided that such action
         pursuant to this clause (iv) shall not adversely affect the interests
         of the Holders in any material respect; or

                  (vi) to secure the Securities; or

                  (vii) to reduce the Conversion Price; provided, however, that
         such reduction in the Conversion Price is in accordance with the terms
         of this Indenture or shall not adversely affect the interests of the
         Holders of Securities (after taking into account tax and other
         consequences of such reduction) in any material respect; or

                  (viii) to supplement any of the provisions of the Indenture to
         such extent as shall be necessary to permit or facilitate the discharge
         of the Securities; provided, however that such change or modification
         does not adversely affect the interests of the Holders of the
         Securities in any material respect; or

                  (ix) to make any changes or modifications necessary in
         connection with the registration of the Securities under the Securities
         Act as contemplated in the Registration Rights Agreement; provided,
         however, that such change or modification does not adversely affect the
         interests of the Holders of Securities in any material respect; or

                  (x) to add or modify any other provisions herein with respect
         to matters or questions arising hereunder which the Company and the
         Trustee may deem necessary or desirable and which would not reasonably
         be expected to adversely affect the interests of the Holders of
         Securities in any material respect; or

                  (xi) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities any property or assets; or

                  (xii) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act.

         Section 9.02. Supplemental Indentures With Consent Of Holders. Section
9.03 With the consent of the Holders of not less than a majority in Principal
Amount of the Outstanding


                                       49
<PAGE>


Securities, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee 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 under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby:

                  (i) extend the fixed Maturity of any Security; or

                  (i) reduce the Principal Amount of or Additional Interest
         Amount payable on any Security; or

                  (ii) reduce the Redemption Price, Repurchase Price or
         Designated Event Repurchase Price of any Security; or

                  (iii) after the occurrence of a Designated Event, make any
         change that adversely affects the right of Holders of the Securities to
         require the Company to purchase such Securities in accordance with the
         terms thereof and this Indenture; or

                  (iv) change the currency of any payment amount of any Security
         from U.S. Dollars or shares of Common Stock as provided herein; or

                  (v) make any change that impairs the right of Holders of
         Securities to convert any Security; or

                  (vi) make any change that impairs the right of Holders to
         institute suit for payment of the Securities; or

                  (vii) reduce the percentage in Principal Amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences)
         provided for in this Indenture; or

                  (viii) change the ranking of the notes in any manner that
         adversely affects the rights of Holders of Securities under this
         Indenture;

                  (ix) reduce the percentage of the Principal Amount of the
         outstanding Securities the written consent or affirmative vote of whose
         Holders is required to take specific actions under the Indenture; or

                  (x) modify the obligation of the Company to maintain an agency
         in The City of New York as required under this Indenture; or

                  (xi) modify any of the provisions of this Section or Section
         5.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Security affected
         thereby.


                                       50
<PAGE>


         (b) The Holders of not less than a majority in aggregate Principal
Amount of the Outstanding Securities may, on behalf of the Holders of all of the
Securities, waive any past default and its consequences under this Indenture,
except a default (i) in the payment of the Principal Amount of or any premium or
Additional Interest Amount, if any, on or with respect to the Securities or (ii)
in respect of a covenant or provision that cannot be modified without the
consent of the Holder of each Security affected thereby as set forth in
paragraph (a) above.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         Section 9.04. Execution Of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, in addition to the documents
required by Section 1.02, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.
Subject to the preceding sentence, the Trustee shall sign such supplemental
indenture if the same does not adversely affect the Trustee's own rights, duties
or immunities under this Indenture or otherwise. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which adversely
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Section 9.05. 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 of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.06. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

         Section 9.07. Reference In Securities To Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article shall 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 Company, 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.

                                   ARTICLE 10
                                    COVENANTS

         Section 10.01. Payments. The Company shall duly and punctually make all
payments in respect of the Securities in accordance with the terms of the
Securities and this Indenture. The Company shall, to the fullest extent
permitted by law, pay interest on overdue payments of


                                       51
<PAGE>


Principal Amount, plus accrued but unpaid Additional Interest Amounts, if any,
Redemption Price, Repurchase Price and Designated Event Repurchase Price at the
rate of 1% per annum from the required payment date of such overdue payment.

         Any payments made or due pursuant to this Indenture shall be considered
paid on the applicable date due if by 10:00 a.m., New York City time, on such
date the Paying Agent holds, in accordance with this Indenture, cash sufficient
to pay all such amounts then due. Payment of the principal of and Additional
Interest Amounts, if any, on the Securities shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         Section 10.02. Maintenance Of Office Or Agency. The Company shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer, exchange, repurchase or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served, which shall initially be the
Corporate Trust Office of the Trustee. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

         Section 10.03. Money For Security Payments To Be Held In Trust. If the
Company shall at any time act as its own Paying Agent, it shall, on or before
each due date of any payment in respect of any of the Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to make the payment so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of any payment in respect of any Securities, deposit with
a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


                                       52
<PAGE>


         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the making of payments in respect of any Security
and remaining unclaimed for two years after such payment has become due shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, 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,
any unclaimed balance of such money then remaining shall be repaid to the
Company.

         Section 10.04. Statement By Officers As To Default. The Company shall
deliver to the Trustee, within 90 days after the end of each fiscal year of the
Company ending after the date hereof, 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.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

         Section 10.05. Existence. Subject to Article 8, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.


                                       53
<PAGE>


         Section 10.06. Reports And Delivery Of Certain Information. Whether or
not required by the rules and regulations of the Commission, so long as any
Securities are outstanding, the Company shall promptly furnish to the Trustee
(i) all quarterly and annual financial information that is substantially
equivalent to that which would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section and, with respect to the annual information
only, a report thereon by the Company's certified independent accountants and
(ii) all reports that are substantially equivalent to that which would be
required to be filed with the Commission on Form 8-K if the Company were
required to file such reports; provided that in each case the delivery of
materials to the Trustee by electronic means shall be deemed to be "furnished"
to the Trustee for purposes of this Section 10.06; and provided further that so
long as such filings by the Company are available on the Commission's Electronic
Data Gathering, Analysis and Retrieval system (EDGAR), such filings shall be
deemed to have been "furnished" to the Trustee for purposes of this Section
10.06 without any further action required by the Company. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates). In addition, whether or not required by the rules and regulations
of the Commission, the Company shall file a copy of all such information with
the Commission for public availability (unless the Commission will not accept
such a filing) and make such information available to investors who request it
in writing. So long as any of the Securities remain Outstanding, the Company
shall make available the information required by Rule 144A(d) under the
Securities Act to any Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock, or to a prospective purchaser of any
such security designated by any such holder, as the case may be, to the extent
required to permit compliance by such Holder or holder with Rule 144A under the
Securities Act in connection with the resale of any such security.

         Section 10.07. Resale Of Certain Securities. During the period
beginning on the Issue Date and ending on the date that is two years from the
Issue Date, the Company shall not resell any Securities which constitute
"RESTRICTED SECURITIES" under Rule 144 that have been reacquired by any of them.
The Trustee shall have no responsibility in respect of the Company's performance
of its agreement in the preceding sentence.

         Section 10.08. Book-Entry System. If the Securities cease to trade in
the Depositary's book-entry settlement system, the Company covenants and agrees
that it shall use reasonable efforts to make such other book-entry arrangements
that it determines are reasonable for the Securities.

         Section 10.09. Additional Interest Amounts Under The Registration
Rights Agreement. If at any time Additional Interest Amounts become payable by
the Company pursuant to the Registration Rights Agreement, the Company shall
promptly deliver to the Trustee a certificate


                                       54
<PAGE>


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

         Section 10.10. Information For IRS Filings. The Company shall provide
to the Trustee on a timely basis such information as the Trustee requires to
enable the Trustee to prepare and file any form required to be submitted by the
Company with the Internal Revenue Service and the Holders of the Notes.

         Section 10.11. Further Instruments And Acts. Upon reasonable request of
the Trustee, or as otherwise necessary, 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.

                                   ARTICLE 11
                                   REDEMPTION

         Section 11.01. The Company's Right To Redeem; Notice To Trustee.
Beginning on November 15, 2008, the Company, at its option, may redeem the
Securities in accordance with this Article 11 for cash at any time as a whole,
or from time to time in part, at a redemption price equal to 100% of the
Principal Amount of Securities to be redeemed plus accrued but unpaid Additional
Interest Amounts, if any, up to but not including, the Redemption Date (the
"REDEMPTION PRICE").

         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 and the Redemption Price. The Company shall give this notice to the
Trustee by a Company Order at least 40 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee).

         Section 11.02. Selection Of Securities To Be Redeemed. If fewer than
all of the outstanding Securities are to be redeemed, unless the procedures of
the Depositary provide otherwise, the Trustee shall select the Securities to be
redeemed by lot. The Trustee shall make the selection within five Business Days
after it receives the notice provided for in Section 11.01 from outstanding
Securities not previously called for redemption.

         Securities and portions of Securities that the Trustee selects shall be
in Principal Amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the Securities or portions of the Securities to be redeemed.


                                       55
<PAGE>


         Securities and portions of Securities that are to be redeemed are
convertible by the Holder until 5:00 p.m., New York City time, on the Business
Day immediately preceding the Redemption Date. If any Security selected for
partial redemption is converted in part before termination of the conversion
right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) 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.

         Section 11.03. Notice of Redemption. At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed.

                  The notice of redemption shall identify the Securities to be
redeemed and shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) the Conversion Price;

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

                  (e) that Securities called for redemption may be converted at
any time prior to 5:00 p.m., New York City time, on the Business Day preceding
the Redemption Date;

                  (f) that Holders who want to convert their Securities must
satisfy the requirements set forth in Article 15;

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

                  (h) in the case of any Security redeemed in part, that the
Holder of such Security will receive a new Security or Securities, of authorized
denominations for the Principal Amount thereof remaining unredeemed;

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

                  (j) that, unless the Company defaults in making payment of
such Redemption Price, any Additional Interest Amounts on Securities called for
redemption will cease to accrue on and after the Redemption Date;

                  (k) the CUSIP number(s) of the Securities; and

                  (l) any other information the Company wants to present.

At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense; provided, however, that the Company
makes such request at least five Business Days (unless a shorter period shall be
satisfactory to the Trustee) prior to


                                       56
<PAGE>


the date by which such notice of redemption must be given to Holders in
accordance with this Section 11.03; provided, further, that the text of the
notice of redemption shall be prepared by the Company.

         Section 11.04. Effect Of Notice Of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price, except for Securities which are
converted in accordance with the terms of this Indenture. Upon surrender to the
Paying Agent, such Securities shall be paid at the Redemption Price.

         Section 11.05. Deposit Of Redemption Price. Prior to 10:00 a.m., New
York City time, on the applicable Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any
of them is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 10.03) an amount of cash (in immediately available funds if
deposited on the Redemption Date) sufficient to pay the aggregate Redemption
Price of all Securities or portions thereof which are to be redeemed as of such
Redemption Date other than Securities or portions of Securities called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted.

         If the Paying Agent holds, in accordance with the terms hereof, at
10:00 a.m., New York City time, on the applicable Redemption Date, cash
sufficient to pay the Redemption Price of any Securities for which notice of
redemption is given, then, on such Redemption Date, such Securities will cease
to be outstanding and Additional Interest Amounts, if any, on such Securities
will cease to accrue, whether or not such Securities are delivered to the Paying
Agent, and the rights of the Holders in respect thereof shall terminate (other
than the right to receive the Redemption Price upon delivery of such
Securities).

         Section 11.06. Securities Redeemed In Part. Any Physical Security which
is to be redeemed only in part shall be surrendered at the office of the Paying
Agent and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without charge, a new Security or
Securities, of any authorized denomination as requested by such Holder in
aggregate Principal Amount equal to the unredeemed portion of the Security
surrendered.

         Section 11.07. Repayment To The Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 11.05
exceeds the aggregate Redemption Price of the Securities or portions thereof
which the Company is redeeming as of the Redemption Date, then, promptly after
the Redemption Date, the Paying Agent shall return any such excess to the
Company.

         Section 11.08. Other Repurchases. The Company may, from time to time,
at its option (and nothing contained in this Indenture shall limit the Company's
right to), repurchase the Securities in open market purchases or negotiated
transactions, without any prior notice to any Holders, provided that in
exercising its right under this Section 11.08, the Company complies with all
applicable federal and state securities laws.


                                       57
<PAGE>


                                   ARTICLE 12
      REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS ON A SPECIFIC DATE

         Section 12.01. Repurchase Of Securities At The Option Of Holders On A
Specific Date. (a) Securities shall be repurchased by the Company for cash, at
the option of the Holder thereof, on November 15, 2008 (the "REPURCHASE DATE"),
at a repurchase price equal to 100% of the Principal Amount of those Securities
plus accrued but unpaid Additional Interest Amounts, if any, up to but not
including, such Repurchase Date (the "REPURCHASE PRICE"), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 12.01(c).

                  (b) No later than 20 Business Days prior to the Repurchase
Date, the Company shall mail a written notice of the repurchase right by first
class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Repurchase
Notice to be completed by the Holder and shall briefly state, as applicable:

                           (i) the date by which the Repurchase Notice must be
                  delivered to the Paying Agent in order for a Holder to
                  exercise the repurchase right;

                           (ii) the Repurchase Date;

                           (iii) the Repurchase Price;

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

                           (v) the Conversion Rate and any adjustments thereto;

                           (vi) that the Securities as to which a Repurchase
                  Notice has been given may be converted if they are otherwise
                  convertible pursuant to Article 15 only if the Repurchase
                  Notice has been withdrawn in accordance with the terms of this
                  Indenture;

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

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

                           (ix) the procedures the Holder must follow to
                  exercise its repurchase right under this Section 12.01;

                           (x) the conversion rights, if any, of the Securities;

                           (xi) the procedures for withdrawing a Repurchase
                  Notice;


                                       58
<PAGE>


                           (xii) that, unless the Company defaults in making
                  payment of such Repurchase Price, any Additional Interest
                  Amounts on Securities surrendered for repurchase by the
                  Company will cease to accrue on and after the Repurchase Date;
                  and

                           (xiii) the CUSIP number(s) of the Securities.

         At the Company's request, the Trustee shall give the notice of
repurchase right in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least three Business Days
(unless a shorter period shall be satisfactory to the Trustee) prior to the date
by which such notice of repurchase right must be given to the Holder in
accordance with this Section 12.01(b); provided, further, that the text of the
notice of repurchase right shall be prepared by the Company.

                  (c) A Holder may exercise its right specified in Section
12.01(a) upon delivery of a written notice of repurchase (a "REPURCHASE NOTICE")
to the Paying Agent at any time during the period beginning at 9:00 a.m., New
York City time, on the date that is 20 Business Days immediately preceding the
Repurchase Date until 5:00 p.m., New York City time, on the Repurchase Date,
stating:

                           (i) the certificate number of the Security which the
                  Holder will deliver to be repurchased or the appropriate
                  Depositary procedures if Physical Securities have not been
                  issued;

                           (ii) the portion of the Principal Amount of the
                  Security which the Holder will deliver to be repurchased,
                  which portion must be in Principal Amounts of $1,000 or an
                  integral multiple of $1,000; and

                           (iii) that such Security shall be repurchased by the
                  Company as of the Repurchase Date pursuant to the terms and
                  conditions specified in the Securities and in this Indenture.

         The delivery of such Security to the Paying Agent with, or at any time
after delivery of, the Repurchase Notice (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Repurchase Price therefor; provided, however, that
such Repurchase Price shall be so paid pursuant to this Section 12.01 only if
the Security so delivered to the Paying Agent shall conform in all respects to
the description thereof in the related Repurchase Notice.

         The Company shall repurchase from the Holder thereof, pursuant to this
Section 12.01, a portion of a Security, so long as the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the repurchase of all of a Security also apply to the
repurchase of such portion of such Security.

         Any repurchase by the Company contemplated pursuant to the provisions
of this Section 12.01 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Repurchase Date
and the time of delivery of the Security.


                                       59
<PAGE>


         Notwithstanding anything contained herein to the contrary, any Holder
delivering to the Paying Agent the Repurchase Notice contemplated by this
Section 12.01(c) shall have the right to withdraw such Repurchase Notice at any
applicable time prior to 5:00 p.m., New York City time, on the Repurchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 12.02.

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

         Section 12.02. Effect of Repurchase Notice. Upon receipt by the Paying
Agent of the Repurchase Notice specified in Section 12.01(c), the Holder of the
Security in respect of which such Repurchase Notice was given shall (unless such
Repurchase Notice is withdrawn as specified in the following paragraph)
thereafter be entitled to receive solely the Repurchase Price with respect to
such Security. Such Repurchase Price shall be paid to such Holder, subject to
receipts of cash by the Paying Agent, promptly following the later of (a) the
Repurchase Date with respect to such Security (provided the conditions in
Section 12.01(c) have been satisfied) and (b) the time of delivery of such
Security to the Paying Agent by the Holder thereof in the manner required by
Section 12.01(c). Securities in respect of which a Repurchase Notice has been
given by the Holder thereof may not be converted pursuant to Article 15 on or
after the date of the delivery of such Repurchase Notice unless such Repurchase
Notice has first been validly withdrawn as specified in the following paragraph.

         A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the
Repurchase Date, specifying:

                  (a) the certificate number, if any, or the appropriate
Depositary procedures, if applicable, of the Security in respect of which such
notice of withdrawal is being submitted;

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

                  (c) the Principal Amount, if any, of such Security which
remains subject to the original Repurchase Notice and which has been or will be
delivered for repurchase by the Company.

         Section 12.03. Deposit Of Repurchase Price. Prior to 10:00 a.m., New
York City time, on the Repurchase Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them
is acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 10.03) an amount of cash (in immediately available funds if deposited on
such Business Day) sufficient to pay the aggregate Repurchase Price of all the
Securities or portions thereof which are to be repurchased on such Repurchase
Date.

         If the Paying Agent holds, in accordance with the terms hereof, at
10:00 a.m., New York City time, on the Repurchase Date, cash sufficient to pay
the Repurchase Price of any Securities for which a Repurchase Notice has been
tendered and not withdrawn pursuant to Section 12.02, then, immediately after
the Repurchase Date, such Securities will cease to be outstanding and


                                       60
<PAGE>


any Additional Interest Amounts on such Securities will cease to accrue, whether
or not such Securities are delivered to the Paying Agent, and the rights of the
Holders in respect thereof shall terminate (other than the right to receive the
Repurchase Price upon delivery of such Securities).

         Section 12.04. Securities Repurchased In Part. Any Physical Security
which is to be repurchased 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
charge, a new Security or Securities, of any authorized denomination as
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 repurchased.

         Section 12.05. Covenant To Comply With Securities Laws Upon Repurchase
Of Securities. When complying with the provisions of Section 12.01 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), and subject to any exemptions available under applicable law, the
Company shall:

                  (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, as applicable;

                  (b) file the related Schedule TO (or any successor schedule,
form or report) under the Exchange Act, as applicable; and

                  (c) otherwise comply with all federal and state securities
laws so as to permit the rights and obligations under Article 12 to be exercised
in the time and in the manner specified herein.

         To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Article 12, the Company's compliance with
such laws and regulations shall not in and of itself cause a breach of its
obligations under this Article 12.

         Section 12.06. Repayment to the Company. The Paying Agent shall return
to the Company any cash that remains unclaimed for two years, together with
interest thereon, held by it for the payment of the Repurchase Price; provided,
however, to the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 12.03 exceeds the aggregate Repurchase Price of the
Securities or portions thereof which the Company is obligated to repurchase on
the Repurchase Date, then, promptly after the Repurchase Date, the Paying Agent
shall return any such excess to the Company.


                                       61
<PAGE>


                                   ARTICLE 13
            REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON
                                DESIGNATED EVENT

         Section 13.01. Repurchase Of Securities At Option Of The Holder Upon
Designated Event.(a) General. If at any time prior to the Maturity Date there
shall have occurred a Designated Event, Securities shall be purchased by the
Company at the option of the Holder, in whole or in part, as of the date that is
30 days after the date of the mailing of the Designated Event Company Notice
under Section 13.01(b) (the "DESIGNATED EVENT REPURCHASE DATE") at a purchase
price equal to the Principal Amount of the Securities to be purchased plus
accrued but unpaid Additional Interest Amounts, if any, up to but not including,
the repurchase date (the "DESIGNATED EVENT REPURCHASE PRICE"), subject to
satisfaction by or on behalf of any Holder of the requirements set forth in
Section 13.01(c).

         A "DESIGNATED EVENT" will be deemed to have occurred upon a Fundamental
Change or a Termination of Trading. A "TERMINATION OF TRADING" will be deemed to
have occurred if the Common Stock is neither listed for trading on a United
States national securities exchange nor approved for quotation on the Nasdaq
National Market or any similar United States system of automated dissemination
of quotations of securities prices. A "FUNDAMENTAL CHANGE" is any transaction or
event (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common Stock
is exchanged for, converted into, acquired for or constitutes solely the right
to receive, consideration which is not all or substantially all common stock or
American Depositary Shares that (i) is listed on, or immediately after the
transaction or event will be listed on, a United States national securities
exchange, or (ii) is approved, or immediately after the transaction or event
will be approved, for quotation on the Nasdaq National Market or any similar
United States system of automated dissemination of quotations of securities
prices.

         (b) Notice of Designated Event. Within 30 days after the occurrence of
a Designated Event, the Company shall mail a written notice of Designated Event
(the "DESIGNATED EVENT COMPANY NOTICE") by first-class mail to the Trustee and
to each Holder (and to beneficial owners as required by applicable law). The
notice shall include a form of Designated Event Repurchase Notice to be
completed by the Securityholder and shall state:

                  (i) the events causing a Designated Event and the date of such
         Designated Event;

                  (ii) that the Holder has a right to require the Company to
         repurchase the Holder's Securities;

                  (iii) the date by which the Designated Event Repurchase Notice
         pursuant to this Section 13.01 must be delivered to the Paying Agent in
         order for a Holder to exercise the Designated Event repurchase right;

                  (iv) the Designated Event Repurchase Date;

                  (v) the Designated Event Repurchase Price;


                                       62
<PAGE>


                  (vi) whether the Designated Event Repurchase Price will be
         paid in cash or shares of Common Stock, or a combination thereof and,
         in the case of a combination, the percentage of each;

                  (vii) if the Company elects to pay the Designated Event
         Repurchase Price in shares of Common Stock or a combination of cash and
         shares of Common Stock, that the number of shares of Common Stock each
         Holder will receive will equal the portion of the Designated Event
         Repurchase Price to be paid in shares of Common Stock divided by the
         Market Price of one share of Common Stock;

                  (viii) if the Company elects to pay the Designated Event
         Repurchase Price in shares of Common Stock or a combination of cash and
         shares of Common Stock, the method of calculating the Market Price of
         the shares of Common Stock;

                  (ix) that because the Market Price of one share of Common
         Stock will be determined prior to the Designated Event Repurchase Date,
         Holders of the Securities will bear the market risk that the shares of
         Common Stock to be received will decline in value between the date such
         Market Price is determined and the Designated Event Repurchase Date;

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

                  (xi) the Conversion Price applicable on the Designated Event
         Company Notice Date;

                  (xii) that Securities as to which a Designated Event
         Repurchase Notice has been given may be converted pursuant to Article
         15 hereof only if the Designated Event Repurchase Notice has been
         withdrawn in accordance with the terms of this Indenture;

                  (xiii) that Securities must be surrendered to the Paying Agent
         for cancellation to collect payment;

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

                  (xv) the procedures the Holder must follow to exercise rights
         under this Section 13.01;

                  (xvi) the conversion rights, if any, of the Securities;

                  (xvii) the procedures for withdrawing a Designated Event
         Repurchase Notice; and

                  (xviii) the CUSIP number of the Securities.


                                       63
<PAGE>


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

         (c) Designated Event Repurchase Notice. A Holder may exercise its right
specified in Section 13.01(a) upon delivery of a written notice of repurchase (a
"DESIGNATED EVENT REPURCHASE NOTICE"), substantially in the form of EXHIBIT B
hereto, at any time from the opening of business on the date of the Designated
Event Company Notice until the close of business on the Designated Event
Repurchase Date, stating:

                  (i) the certificate number of the Security which the Holder
         will deliver to be repurchased or the appropriate Depositary procedures
         if Physical Securities have not been issued;

                  (ii) the portion of the Principal Amount of the Security which
         the Holder will deliver to be repurchased, which portion must be in a
         Principal Amount of $1,000 or an integral multiple thereof; and

                  (iii) that such Security shall be repurchased with respect to
         the Designated Event Repurchase Date pursuant to the terms and
         conditions specified in the Securities and in this Indenture

                  (iv) in the event the Company elects, pursuant to Section
         13.02, to pay the Designated Event Repurchase Price, in whole or in
         part, in shares of Common Stock but such portion of the Designated
         Event Repurchase Price shall ultimately be paid to such Holder entirely
         in cash because any of the conditions to payment of the Designated
         Event Repurchase Price in shares of Common Stock is not satisfied prior
         to 5:00 p.m., New York City time, on the Business Day immediately
         preceding the Designated Event Repurchase Date, as set forth in Section
         13.02(b), whether such Holder elects to (A) withdraw such Designated
         Event Repurchase Notice as to some or all of the Securities to which
         such Designated Event Repurchase Notice relates (stating the Principal
         Amount and certificate numbers, if any, or the appropriate Depositary
         procedures, if applicable, of the Securities as to which such
         withdrawal shall relate), or (B) receive cash in respect of the entire
         Designated Event Repurchase Price for all Securities (or portions
         thereof) to which such Designated Event Repurchase Notice relates.

         The delivery of such Security to the Paying Agent with, or at any time
after delivery of, the Designated Event Repurchase Notice (together with all
necessary endorsements) at the offices of the Paying Agent shall be a condition
to the receipt by the Holder of the Designated Event Repurchase Price therefor;
provided, however, that such Designated Event Repurchase Price shall be so paid
pursuant to this Section 13.01 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Designated Event Repurchase Notice.

         The Company shall repurchase from the Holder thereof, pursuant to this
Section 13.01, a portion of a Security, so long as the Principal Amount of such
portion is $1,000 or an integral


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<PAGE>


multiple thereof. Provisions of this Indenture that apply to the repurchase of
all of a Security also apply to the repurchase of such portion of such Security.

         Any repurchase by the Company contemplated pursuant to the provisions
of this Section 13.01 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Designated
Event Repurchase Date and the time of delivery of the Security; provided,
however, that if the Designated Event Repurchase Notice is delivered after a
date which is 2 Business Days prior to the Designated Event Repurchase Date,
such payment may be made as promptly after such Designated Event Repurchase Date
as is practicable.

         Notwithstanding anything contained herein to the contrary, any Holder
delivering to the Paying Agent the Designated Event Repurchase Notice
contemplated by this Section 13.01(c) shall have the right to withdraw such
Designated Event Repurchase Notice at any time prior to the close of business on
the Business Day immediately preceding the Designated Event Repurchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 13.03.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Designated Event Repurchase Notice or written notice of withdrawal
thereof.

         Section 13.02. The Company's Right To Elect Manner Of Payment Of
Designated Event Repurchase Price.

                  (a) The Securities to be repurchased with respect to any
Designated Event Repurchase Date pursuant to Section 13.01(a) may be paid for at
the election of the Company in cash or shares of Common Stock, or in any
combination of cash and shares of Common Stock, subject to the conditions set
forth in Section 13.02(b). The Company shall designate, in the Designated Event
Company Notice delivered pursuant to Section 13.01(b), whether the Company will
repurchase the Securities for cash or shares of common Stock, or, if a
combination thereof, the percentages of the Designated Event Repurchase Price in
respect of which it will pay in cash or shares of Common Stock; provided,
however, that the Company will pay cash for fractional interests in shares of
Common Stock. For purposes of determining the existence of potential fractional
interests, all Securities subject to repurchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are repurchased pursuant to Section
13.01 shall receive the same percentage of cash or shares of Common Stock in
payment of the Designated Event Repurchase Price for such Securities, except (i)
as provided in this Section 13.02(a) with regard to the payment of cash in lieu
of fractional shares of Common Stock and (ii) in the event that the Company is
unable to purchase the Securities of a Holder or Holders for shares of Common
Stock because any necessary qualifications or registrations of the shares of
Common Stock under applicable securities laws cannot be obtained, the Company
may purchase the Securities of such Holder or Holders for cash. The Company may
not change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given its
Designated Event Company Notice to Holders except in the event of a failure to
satisfy, prior to 5:00 p.m., New York City time, on the Business Day immediately
preceding the Designated Event Repurchase Date, any condition to the payment of
the Designated Event Repurchase Price in whole or in part, in shares of Common
Stock.


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<PAGE>


                  (b) If the Company elects to pay all or a portion of the
Designated Event Repurchase Price of Securities in respect of which a Designated
Event Repurchase Notice pursuant to Section 13.01(c) has been given in Common
Stock, the number of shares of Common Stock to be issued shall be equal to (i)
the portion of the Designated Event Repurchase Price to be paid in Common Stock
divided by (ii) the Market Price of one share of Common Stock, subject to
satisfaction of the conditions set forth in the second succeeding paragraph.

                  The Company will not issue any fraction of a share of Common
Stock in payment of the Designated Event Repurchase Price. Instead, the Company
will make a cash payment (calculated to the nearest cent) equal to such fraction
multiplied by the Market Price of one share of Common Stock. If a Holder elects
to have more than one Security purchased, the number of shares of Common Stock
shall be based on the aggregate amount of Securities to be purchased.

                  The Company's right to exercise its election to repurchase
Securities through the issuance of shares of Common Stock shall be conditioned
upon:

                           (i) the registration of such shares of Common Stock
                  under the Securities Act and the Exchange Act, in each case,
                  if required; and

                           (ii) any qualification or registration of such shares
                  of Common Stock under applicable state securities laws, if
                  necessary, or the availability of an exemption from such
                  qualification and registration;

                           (iii) the receipt by the Trustee of an Officers'
                  Certificate stating (A): that the terms of the issuance of the
                  shares of Common Stock are in conformity with this Indenture;
                  (B) that the shares of Common Stock to be issued in payment of
                  the Designated Event Repurchase Price in respect of Securities
                  have been duly authorized and, when issued and delivered
                  pursuant to the terms of this Indenture in payment of the
                  Designated Event Repurchase Price in respect of Securities,
                  will be validly issued, fully paid, non-assessable and free
                  from preemptive rights; (C) that the conditions in this clause
                  (iii)(A) and (iii)(B) above, the conditions in clauses
                  (i)-(ii) above and the condition set forth in the second
                  succeeding paragraph regarding issuance of a press release
                  have been satisfied in all material respects; and (D) the
                  number of shares of Common Stock to be issued for each $1,000
                  Principal Amount of Securities and the Closing Sale Price of a
                  share of Common Stock on each Trading Day during the period
                  commencing on the first Trading Day of the period during which
                  the Market Price is calculated and ending on the Trading Day
                  immediately preceding the Designated Event Repurchase Date;
                  and

                           (iv) the receipt by the Trustee of an Opinion of
                  Counsel stating that: (A) the shares of Common Stock to be
                  issued by the Company in payment of the Designated Event
                  Repurchase Price in respect of Securities have been duly
                  authorized, and when issued and delivered pursuant to the
                  terms of this Indenture


                                       66
<PAGE>


                  in payment of the Designated Event Repurchase Price in respect
                  of Securities, will be validly issued, fully paid and
                  non-assessable and, to such counsel's knowledge, free from
                  preemptive rights; and (B) the conditions in clauses (i) and
                  (ii) above have been satisfied in all material respects.

                  If the foregoing conditions are not satisfied with respect to
a Holder or Holders prior to 5:00 p.m., New York City time, on the Business Day
immediately preceding the Designated Event Repurchase Date, and the Company has
elected to repurchase the Securities pursuant to this Section 13.02 through the
issuance of shares of Common Stock, the Company shall pay the entire Designated
Event Repurchase Price of the Securities of such Holder or Holders in Cash. Upon
determination of the actual number of shares of Common Stock to be issued upon
repurchase of Securities, the Company shall be required to disseminate a press
release through a public medium as is customary for such a press release.

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

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

         Section 13.03 Effect Of Designated Event Repurchase Notice. Upon
receipt by the Paying Agent of the Designated Event Repurchase Notice specified
in Section 13.01(c), the Holder of the Security in respect of which such
Designated Event Repurchase Notice was given shall (unless such Designated Event
Repurchase Notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Designated Event Repurchase Price
with respect to such Security. Such Designated Event Repurchase Price shall be
paid to such Holder, subject to receipt of funds and/or securities by the Paying
Agent, promptly following the later of (x) the Designated Event Repurchase Date
with respect to such Security (provided the conditions in Section 13.01(c) have
been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 13.01(c).
Securities in respect of which a Designated Event Repurchase Notice has been
given by the Holder thereof may not be converted pursuant to Article 15 hereof
on or after the date of the delivery of such Designated Event Repurchase Notice
unless such Designated Event Repurchase Notice has first been validly withdrawn
as specified in the following two paragraphs.

         A Designated Event Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the procedures set


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<PAGE>


forth in the Designated Event Company Notice at any time prior to the close of
business on the Business Day prior to the Designated Event Repurchase Date
specifying:

                  (i) the certificate number, if any, or the appropriate
         Depositary procedures, if applicable, of the Security in respect of
         which such notice of withdrawal is being submitted;

                  (ii) the Principal Amount of the Security with respect to
         which such notice of withdrawal is being submitted; and

                  (iii) the Principal Amount, if any, of such Security which
         remains subject to the original Designated Event Repurchase Notice and
         which has been or will be delivered for repurchase by the Company.

         There shall be no purchase of any Securities pursuant to Section 13.03
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 Designated Event Repurchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Designated Event Repurchase Price with respect to such
Securities). The Paying Agent will promptly return to the respective Holders any
Securities (x) with respect to which a Designated Event Repurchase 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
Designated Event Repurchase Price with respect to such Securities) in which
case, upon such return, the Designated Event Repurchase Notice with respect
thereto shall be deemed to have been withdrawn.

         Section 13.04. Deposit Of Designated Event Repurchase Price. Prior to
10:00 a.m. (New York City time) on the Business Day following the Designated
Event Repurchase Date, the Company shall deposit with the Trustee or with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them
is acting as the Paying Agent, shall segregate and hold in trust as provided
herein) an amount of cash (in immediately available funds if deposited on such
Business Day) and/or Common Stock, if permitted hereunder, sufficient to pay the
aggregate Designated Event Repurchase Price of all the Securities or portions
thereof which are to be repurchased on such Designated Event Repurchase Date.

         If the Paying Agent holds, in accordance with the terms hereof, at
10:00 a.m. (New York City time) on the Business Day immediately following the
applicable Designated Event Repurchase Date, cash and/or Common Stock, if
permitted hereunder, sufficient to pay the Designated Event Repurchase Price of
any Securities for which a Designated Event Repurchase Notice has been tendered
and not withdrawn pursuant to Section 13.04, then, immediately after such
Designated Event Repurchase Date, such Securities will cease to be outstanding,
and the rights of the Holders in respect thereof shall terminate (other than the
right to receive the Designated Event Repurchase Price upon delivery of such
Securities).

         As soon as practicable on and after the Designated Event Repurchase
Date, the Company shall deliver to each Holder entitled to receive shares of
Common Stock through the Paying Agent, a certificate (other than in the case of
Holders of Securities in book-entry form with the Depositary, which shares shall
be delivered in accordance with the Depositary customary


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<PAGE>


practices) for the number of full shares of Common Stock issuable in payment of
the Designated Event Repurchase Price and cash in lieu of any fractional
interests. The person in whose name the certificate for the shares of Common
Stock is registered shall be treated as a holder of record of Common Stock on
the Designated Event Repurchase Date. No payment or adjustment will be made for
dividends on the shares of Common Stock the record date for which occurred on or
prior to the Designated Event Repurchase Date.

         Section 13.05. Securities Repurchased In Part. Any Security which is to
be repurchased 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 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 13.06. Covenant To Comply With Securities Laws Upon Repurchase
Of Securities. In connection with any offer to repurchase Securities under
Section 13.01 hereof (provided that such offer or repurchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), and subject to any exemptions under applicable law, the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Section 13.03 to be exercised in the time and in the manner
specified in Section 13.03.

         To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Article 13, the Company's compliance with
such laws and regulations including the extension of the payment or notice
periods contemplated by this Article, shall not in and of itself cause a breach
of their obligations under this Article 13.

         Section 13.07. Repayment To The Company. The Trustee and the Paying
Agent shall return to the Company any cash or shares of Common Stock that remain
unclaimed, together with interest and dividends, if any, thereon, held by them
for the payment of the Designated Event Repurchase Price; provided, however,
that to the extent that the aggregate amount of cash or shares of Common Stock
deposited by the Company pursuant to Section 13.04 exceeds the aggregate
Designated Event Repurchase Price of the Securities or portions thereof which
the Company is obligated to purchase as of the Designated Event Repurchase Date
then on the Business Day following Designated Event Repurchase Date the Trustee
or the Paying Agent, as the case may be, shall return any such excess to the
Company.


                                       69
<PAGE>


                                   ARTICLE 14
            PAYMENTS OF ADDITIONAL INTEREST AMOUNTS ON THE SECURITIES

         Section 14.01. Payment Of Additional Interest Amounts; Interest Rights
Preserved. (a) Accrued but unpaid Additional Interest Amounts, if any, on any
Security that is payable, and is punctually paid or duly provided for, on any
Additional Interest Payment Date shall be paid to the Person in whose name that
Security is registered at the close of business on the Regular Record Date for
such interest at the office or agency of the Company maintained for such
purpose. Each installment of Additional Interest Amounts, if any, on any
Security shall be made by check mailed to the address of the Holder specified in
the register of Securities, or, at the option of the Holder, at the Corporate
Trust Office, in such lawful money of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts; provided, however, that, with respect to any Holder of Securities with an
aggregate Principal Amount in excess of $5,000,000, at the request of such
Holder in writing to the Company, Additional Interest Amounts, if any, on such
Holder's Securities shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by such
Holder from time to time to the Trustee and Paying Agent (if different from the
Trustee) at least two days prior to the applicable Regular Record Date. In the
case of a permanent Global Security, interest payable on any Additional Interest
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.

                                   ARTICLE 15
                                   CONVERSION

         Section 15.01. Right To Convert. (a) Subject to and upon compliance
with the provisions of this Indenture, each Holder shall have the right, at such
Holder's option, at any time following the Issue Date of the Securities
hereunder through the close of business on the Final Maturity Date to convert
the Principal Amount of any such Securities, or any portion of such Principal
Amount which is $1,000 or an integral multiple thereof at the Conversion Price
then in effect:

                  (i) during any fiscal quarter commencing after December 31,
         2003, if the Closing Sale Price of the Common Stock exceeds 110% of the
         Conversion Price for at least 20 Trading Days in the 30 consecutive
         Trading Days ending on the last Trading Day of the preceding fiscal
         quarter,

                  (ii) on any Trading Day occurring after November 15, 2008, if
         the Closing Sale Price of the Common Stock has exceeded 110% of the
         then current Conversion Price on any day on or after November 15, 2008;
         or

                  (iii) subject to Section 15.02(f), during the five Business
         Day period immediately following a five consecutive Trading Day period
         in which the Trading Price, as determined following a request by a
         Holder in accordance with Section 15.01(d), for each day of such five
         consecutive Trading Day period was less than 98% of the product


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<PAGE>


         of the Closing Sale Price of the Common Stock on such Trading Day and
         the Conversion Rate in effect on such Trading Day (the condition
         specified in this subsection (b) being the "98% MARKET CONDITION");

                  (iv) at any time prior to 5:00 p.m., New York City time, on
         the Business Day immediately preceding the Redemption Date, if such
         Security has been called for redemption pursuant to Article 11 hereof;
         or

                  (v) as provided in Section 15.01(b).

         (b) In addition, in the event that:

                  (i) (A) the Company elects to distribute to holders
                  of Common Stock rights entitling them to purchase, for a
                  period expiring within 45 days, Common Stock at less than the
                  average Closing Sale Price of the Common Stock for the 10
                  Trading Days immediately preceding the declaration for such
                  distribution; or

                      (B) the Company elects to distribute to holders of Common
                  Stock assets, debt securities or certain rights to purchase
                  the Company's securities, which distribution has a per share
                  value as determined by the Board of Directors of the Company
                  exceeding 5% of the Closing Sale Price of the Common Stock on
                  the Business Day immediately preceding the declaration for
                  such distribution;

         then, in each case, the Company must notify, in writing, Holders of
         Securities of the occurrence of such an event at least 20 days prior to
         the Ex-Dividend Date for any such distribution. Once the Company has
         given such notice, Holders may surrender their Securities for
         conversion at any time until the earlier of the close of business on
         the Business Day immediately preceding the Ex-Dividend Date or the date
         of announcement by the Company that the distribution will not take
         place. No adjustment shall be made to the ability of a Holder of
         Securities to convert if such Holder may participate in the
         distribution without conversion.

                  (ii) the Company becomes party to a consolidation, merger,
         binding share exchange or sale of all or substantially all of the
         Company's assets, in each case pursuant to which the Common Stock of
         the Company would be converted into cash, securities or other property,
         a Holder may surrender the Securities for conversion at any time from
         and after the date which is 15 days prior to the anticipated effective
         date of the transaction until and including the date which is 15 days
         after the actual date of the transaction. If the Company becomes party
         to a consolidation, merger, binding share exchange or sale of all or
         substantially all of the Company's assets, in each case pursuant to
         which the Common Stock of the Company would be converted into cash,
         securities or other property, then at the effective time of the
         transaction, the right to convert the Securities into Common Stock
         shall be changed into a right to convert such Securities into the kind
         and amount of cash, securities and other property which the Holder
         would have received if the Holder had converted such Securities
         immediately prior to the transaction. If the transaction also
         constitutes a Designated Event, the Holder shall have the rights set
         forth in Article 13 above.


                                       71
<PAGE>


         (c) Notwithstanding the foregoing, a Security in respect of which a
Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted only if such notice of exercise is withdrawn in
accordance with Article 13 hereof prior to the close of business on the Business
Day immediately preceding the Repurchase Date or the Designated Event Repurchase
Date, as the case may be.

         (d) In connection with any conversion upon satisfaction of the 98%
Market Price Condition, the Bid Solicitation Agent shall have no obligation to
determine the Trading Price unless the Company has requested such determination,
and the Company shall have no obligation to request such determination unless a
Holder has provided the Company with reasonable evidence that the Trading Price
would be less than 98% of the product of the Closing Sale Price of the Common
Stock and the Conversion Rate. At such time as the Company has determined that a
Holder has provided such evidence to the Company, the Company shall instruct the
Bid Solicitation Agent, in writing, to determine the Trading Price beginning on
the next Trading Day and on each successive Trading Day until the Trading Price
is greater than or equal to 98% of the product of the Closing Sale Price of the
Common Stock and the Conversion Rate. After receiving from a Holder any
materials that purport to constitute such "reasonable evidence," the Company
shall promptly determine whether such material does constitute "reasonable
evidence" for purposes of this Section 15.01(d); provided that absent manifest
error, the Company's determination shall be binding and final. The Company shall
not be obligated to give any instructions to the Bid Solicitation Agent until
the Company has completed its determination, which it shall do promptly.

         Section 15.02. Conversion Procedure. (a) Each Security shall be
convertible at the office of the Conversion Agent into fully paid and
nonassessable shares (calculated to the nearest 1/100th of a share) of Common
Stock (subject to Sections 15.02(f) and 15.10). The Security will be converted
into shares of Common Stock at the Conversion Price therefor.

         (b) In order to exercise the conversion privilege with respect to any
Securities in certificated form, the Holder of any such Securities to be
converted, in whole or in part, shall:

                  (i) complete and manually sign the conversion notice provided
         on the back of the Security (the "CONVERSION NOTICE") and deliver such
         notice to a Conversion Agent;

                  (ii) surrender the Security to a Conversion Agent;

                  (iii) furnish appropriate endorsements and transfer documents,
         if required; and

                  (iv) pay any transfer or similar tax, if required.

The date on which the Holder satisfies all of the requirements set forth in (i)
through (iv) above is the "CONVERSION DATE." Such notice shall also state the
name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued. All such Securities surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Securities, be duly endorsed by, or be
accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the Holder or his duly authorized attorney.


                                       72
<PAGE>


         In order to exercise the conversion privilege with respect to any
interest in Securities in global form, the Holder must complete the appropriate
instruction form for conversion pursuant to the Depositary's book-entry
conversion program, furnish appropriate endorsements and transfer documents if
required by the Company or the Trustee or Conversion Agent, and pay the funds,
if any, required by this Section 15.02 and any transfer taxes if required
pursuant to Section 15.06.

         (c) As promptly as practicable after satisfaction of the requirements
for conversion set forth above (but in no event later than 5 Business Days after
the Conversion Date), subject to compliance with any restrictions on transfer if
shares issuable on conversion are to be issued in a name other than that of the
Holder (as if such transfer were a transfer of the Securities (or portion
thereof) so converted), the Company shall issue and shall deliver to such Holder
at the office of the Conversion Agent, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of such
Securities or portion thereof in accordance with the provisions of this Article
and a check or cash in respect of any fractional interest in respect of a share
of Common Stock arising upon such conversion, as provided in Section 15.03. In
case any Securities of a denomination greater than $1,000 shall be surrendered
for partial conversion, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of the Securities so surrendered, without
charge to him, new Securities in authorized denominations in an aggregate
Principal Amount equal to the unconverted portion of the surrendered Securities.

         Each conversion shall be deemed to have been effected as to any such
Securities (or portion thereof) on the date on which the requirements set forth
above in this Section 15.02 have been satisfied as to such Securities (or
portion thereof), and the person in whose name any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become on said date the Holder of record of the shares
represented thereby; provided, however, that in case of any such surrender on
any date when the stock transfer books of the Company shall be closed, the
person or persons in whose name the certificate or certificates for such shares
are to be issued shall be deemed to have become the record Holder thereof for
all purposes on the next day on which such stock transfer books are open, but
such conversion shall be at the Conversion Price in effect on the date upon
which such Securities shall be surrendered.

         (d) Upon the conversion of an interest in Global Securities, the
Trustee (or other Conversion Agent appointed by the Company) shall make a
notation on such Global Securities as to the reduction in the Principal Amount
represented thereby. The Company shall notify the Trustee in writing of any
conversions of Securities effected through any Conversion Agent other than the
Trustee.

         (e) Each stock certificate representing Common Stock issued upon
conversion of the Securities that are Restricted Securities shall bear the
legend in substantially the form of EXHIBIT C hereto.

         (f) Notwithstanding the foregoing, if on the Conversion Date of the
Holder's conversion of a Security pursuant to the 98% Market Condition (such
date, the "98% CONVERSION DATE") the Closing Sale Price of the Common Stock is
greater than the Conversion Price, the Holder converting a Security pursuant to
the 98% Market Condition shall receive, in



                                       73
<PAGE>


lieu of a number of shares of Common Stock based on the Conversion Price, Cash
or Common Stock or a combination of Cash and Common Stock, at the Company's sole
option, with a value equal to the Principal Amount of the Security so
surrendered for conversion (such conversion, a "PRINCIPAL VALUE CONVERSION").
Any Common Stock to be delivered to the Holder by the Company upon a Principal
Value Conversion shall be valued at the greater of the Conversion Price on the
98% Conversion Date or the Applicable Stock Price of the Common Stock on the 98%
Conversion Date. The Company shall notify the Trustee and any surrendering
Holder of Securities whose conversion is a Principal Value Conversion of such
Principal Value Conversion by the second Trading Day following the 98%
Conversion Date and in such notice, state whether the Company shall pay to such
Holder all or a portion of the Principal Amount of such Securities in Cash,
Common Stock or a combination of Cash and Common Stock and, if a combination,
the percentages of the Principal Amount in respect of which it will pay in Cash
or Common Stock. Subject to the satisfaction of all requirements for conversion
under this Section 13.02, the Company shall use reasonable efforts to (A) pay
any portion of the Principal Amount of Securities elected to be paid in Cash by
the Company in a Principal Value Conversion on the third Trading Day following
the determination of the Applicable Stock Price and (B) deliver any portion of
the Principal Amount of Securities elected to be paid by the Company in Common
Stock in a Principal Value Conversion on the third Trading Day following the
determination of the Applicable Stock Price.

         Section 15.03. Cash Payments In Lieu Of Fractional Shares. The Company
will not issue fractional shares of Common Stock upon conversion of Securities.
If multiple Securities shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
shall be computed on the basis of the aggregate Principal Amount of the
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If any fractional share of stock would be issuable upon the
conversion of any Securities, the Company shall make payment therefor in cash
equal to the fraction of a share of Common Stock otherwise issuable multiplied
by the Current Market Price (as defined in Section 15.04(g)) to the Holder of
Securities.

         Section 15.04 . Adjustment Of Conversion Price. The Conversion Price
shall be adjusted from time to time by the Company as follows:

         (a) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, pay a dividend or make a distribution in
shares of Common Stock to all holders of its outstanding shares of Common Stock,
then the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be adjusted by multiplying
such Conversion Price by a fraction, (i) the numerator of which shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination, and (ii) the denominator of which shall be
the sum of such number of shares and the total number of shares constituting
such dividend or other distribution. Such reduction becomes effective
immediately after the opening of business on the day following the date fixed
for such determination. If any dividend or distribution of the type described in
this Section 15.04(a) is declared but not so paid or made, the Conversion Price
shall again be adjusted to the Conversion Price which would then be in effect if
such dividend or distribution had not been declared.


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<PAGE>



         (b) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, issue to all holders of its outstanding
shares of Common Stock rights or warrants entitling them (for a period of not
more than 60 days after such issuance) to subscribe for or purchase shares of
Common Stock (or securities convertible into or exchangeable or exercisable for
Common Stock) at a price per share (or having a conversion, exchange or exercise
price per share) less than the Closing Sale Price of Common Stock on the
Business Day immediately preceding the date of announcement of such issuance,
the Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect at the opening of
business on the date of such announcement by a fraction, (i) the numerator of
which shall be the number of shares of Common Stock outstanding at the close of
business on the date of announcement, plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase
at such Closing Sale Price of Common stock on the Business Day immediately
preceding the date of announcement of such issuance determined by multiplying
such total number of shares so offered by the exercise price of such rights or
warrants and dividing the product so obtained by such Closing Sale Price, and
(ii) the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date of announcement plus the total
number of additional shares of Common Stock offered for subscription or purchase
or into which convertible, exchangeable or exercisable, securities so offered
are convertible, exchangeable or exercisable.

         Such adjustment shall become effective immediately after the opening of
business on the day following the date of announcement of such issuance.

         To the extent that shares of Common Stock (or securities convertible
into or exchangeable or exercisable for shares of Common Stock) are not
delivered pursuant to such rights or warrants, upon the expiration or
termination of such rights or warrants, the Conversion Price shall be readjusted
to the Conversion Price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of the
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable or exercisable for shares of Common Stock) actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if the date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Closing Sale Price, and in determining
the aggregate offering price of such shares of Common Stock, there shall be
taken into account any consideration received for such rights or warrants and
the value of such consideration, if other than cash, to be determined in good
faith by the Board of Directors of the Company.

         (c) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock, then the
Conversion Price in effect at the opening of business on the day following the
day upon which such subdivision becomes effective shall be proportionately
decreased, and conversely, in case the Company shall, at any time or from time
to time while any of the Securities are outstanding, combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, then the
Conversion Price in effect at


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<PAGE>



the opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased. In each such case, the
Conversion Price shall be adjusted by multiplying such Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such subdivision or combination and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after giving effect to such subdivision or combination. Such
decrease or increase, as the case may be, shall become effective immediately
after the opening of business on the day following the day upon which such
subdivision or combination becomes effective.

         (d) (i) In case the Company shall, at any time or from time to time
while the Securities are outstanding, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 15.04(a)
applies) or evidences of its indebtedness or assets (including cash or
securities, but excluding any rights or warrants referred to in Section
15.04(b), and excluding any dividend or distribution (x) paid exclusively in
cash or (y) referred to in Section 15.04(a)) (any of the foregoing hereinafter
in this Section 15.04(d)) called the "DISTRIBUTED SECURITIES"), then, in each
such case, the Conversion Price shall be reduced so that the same shall be equal
to the price determined by multiplying the Conversion Price in effect on the
Record Date with respect to such distribution by a fraction:

                           (A) the numerator of which shall be the Current
                  Market Price per share of the Common Stock on such Record Date
                  less the fair market value (as determined by the Board of
                  Directors, whose good faith determination shall be conclusive,
                  and described in a resolution of the Board of Directors) on
                  the Record Date of the portion of the Distributed Securities
                  so distributed applicable to one share of Common Stock, and

                           (B) the denominator of which shall be the Current
                  Market Price per share of the Common Stock.

         Such reduction shall become effective immediately prior to the opening
of business on the day following the Record Date for such distribution. If the
Board of Directors determines the fair market value of any distribution for
purposes of this Section 15.04(d) by reference to the actual or when issued
trading market for any securities, it must in doing so consider the prices in
such market over the same period used in computing the Current Market Price of
the Common Stock.

         Each share of Common Stock issued upon conversion of securities
pursuant to this Article 15 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, if any, as may be provided
by the terms of any stockholder rights plan adopted by the Company (unless an
event causing such rights to separate from the Common Stock has occurred at or
prior to the time of conversion). Any distribution of rights or warrants
pursuant to a stockholder rights plan complying with the requirements set forth
in the immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants for the purposes of Section 15.04(b) or this
Section 15.04(d).


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<PAGE>



                  (ii) In the event that any such distribution consists of
         shares of capital stock of, or similar equity interests in, one or more
         of the Company's Subsidiaries or other business unit (a "SPIN-OFF"),
         the fair market value of the securities to be distributed shall equal
         the average of the closing sale prices of such securities on the
         principal securities market on which such securities are traded for the
         ten consecutive Trading Days commencing on and including the fifth
         Trading Day of those securities after the Ex-Dividend Date. In the
         event, however, that an underwritten initial public offering of the
         securities in the Spin-Off occurs simultaneously with the Spin-Off, the
         fair market value of the securities distributed in the Spin-Off shall
         mean the initial public offering price of such securities.

                  (iii) For the purposes of this Section 15.04(d), Rights or
         warrants distributed by the Company to all holders of its Common Stock
         entitling them to subscribe for or purchase shares of the Company's
         capital stock (either initially or under certain circumstances), which
         rights or warrants, until the occurrence of a specified event or events
         ("TRIGGER EVENT"): (A) are deemed to be transferred with such shares of
         Common Stock; (B) are not exercisable; and (C) are also issued in
         respect of future issuances of Common Stock, shall be deemed not to
         have been distributed for purposes of this Section 15.04(d) (and no
         adjustment to the Conversion Price under this Section 15.04(d) will be
         required) until the occurrence of the earliest Trigger Event, whereupon
         such rights and warrants shall be deemed to have been distributed and
         an appropriate adjustment (if any is required) to the Conversion Price
         shall be made under this Section 15.04(d). If any such right or
         warrant, including any such existing rights or warrants distributed
         prior to the date of this Indenture, are subject to events, upon the
         occurrence of which such rights or warrants become exercisable to
         purchase different securities, evidences of indebtedness or other
         assets, then the date of the occurrence of any and each such event
         shall be deemed to be the date of distribution and record date with
         respect to new rights or warrants with such rights (and a termination
         or expiration of the existing rights or warrants without exercise by
         any of the holders thereof). In addition, in the event of any
         distribution (or deemed distribution) of rights or warrants, or any
         Trigger Event or other event (of the type described in the preceding
         sentence) with respect thereto that was counted for purposes of
         calculating a distribution amount for which an adjustment to the
         Conversion Price under this Section 15.04(d) was made, (1) in the case
         of any such rights or warrants which shall all have been redeemed or
         repurchased without exercise by any Holders thereof, the Conversion
         Price shall be readjusted upon such final redemption or repurchase to
         give effect to such distribution or Trigger Event, as the case may be,
         as though it were a cash distribution, equal to the per share
         redemption or repurchase price received by a holder of Common Stock
         with respect to such rights or warrants (assuming such holder had
         retained such rights or warrants), made to all applicable holders of
         Common Stock as of the date of such redemption or repurchase, and (2)
         in the case of such rights or warrants which shall have expired or been
         terminated without exercise by any holders thereof, the Conversion
         Price shall be readjusted as if such rights and warrants had not been
         issued.

                  (iv) For purposes of this Section 15.04(d) and Section
         15.04(a), 15.04(b), and 15.04(c), any dividend or distribution to which
         this Section 15.04(d) is applicable that also includes (x) shares of
         Common Stock, (y) rights or warrants to subscribe for or


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<PAGE>




         purchase shares of Common Stock or securities convertible into or
         exercisable or exchangeable for Common Stock to which Section 15.04(b)
         applies (or any combination thereof), or (z) a subdivision or
         combination of shares of Common Stock to which Section 15.04(c)
         applies, shall be deemed instead to be:

                           (A) a dividend or distribution of the evidences of
                  indebtedness, assets, shares of capital stock, rights or
                  warrants, other than such shares of Common Stock, such rights
                  or warrants or securities convertible into or exercisable or
                  exchangeable for Common Stock or such subdivision or
                  combination to which Section 15.04(a), 15.04(b), and 15.04(c)
                  apply, respectively (and any Conversion Price reduction
                  required by this Section 15.04(d) with respect to such
                  dividend or distribution shall then be made), immediately
                  followed by,

                           (B) a dividend or distribution of such shares of
                  Common Stock, such rights or warrants or securities
                  convertible into or exercisable or exchangeable for Common
                  Stock or such subdivision or combination (and any further
                  Conversion Price reduction required by Section 15.04(a),
                  15.04(b), and 15.04(c) with respect to such dividend or
                  distribution shall then be made), except:

                                    (1) the Record Date of such dividend or
                           distribution shall be substituted as (x) "the date
                           fixed for the determination of stockholders entitled
                           to receive such dividend or other distribution," and
                           "the date fixed for such determination" within the
                           meaning of Section 15.04(a), (y) "the date fixed for
                           the determination of stockholders entitled to receive
                           such rights or warrants," within the meaning of
                           Section 15.04(b) and (z) "the day upon which such
                           subdivision becomes effective" and "the day upon
                           which such combination becomes effective" within the
                           meaning of Section 15.04(c); and

                                    (2) any shares of Common Stock included in
                           such dividend or distribution shall not be deemed
                           "outstanding at the close of business on the date
                           fixed for such determination" within the meaning of
                           Section 15.04(a) and any reduction or increase in the
                           number of shares of Common Stock resulting from such
                           subdivision or combination shall be disregarded in
                           connection with such dividend or distribution.

         (e) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, by dividend or otherwise, distribute to
all holders of its shares of Common Stock, cash (excluding any cash that is
distributed upon a merger or consolidation to which Section 15.05 applies or as
part of a distribution referred to in Section 15.04(d)), then, immediately after
the close of business on the date of such distribution, the Conversion Price
shall be adjusted so that the same shall equal the rate determined by
multiplying the Conversion Price in effect immediately prior to the close of
business of such Record Date by a fraction:

                           (A) the numerator of which shall be equal to the
                  Current Market Price on the Record Date; and


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<PAGE>



                           (B) the denominator of which shall be equal to the
                  Current Market Price on such date less the amount of the
                  distribution per share.

         (f) In case of a payment in respect of a tender offer or exchange offer
made by the Company or any of its subsidiaries for all or any portion of the
Common Stock, the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction (A) the numerator of which shall be the product of (1) the number of
shares of Common Stock outstanding (including any tendered shares) at the
Trading Day next succeeding the last time (the "EXPIRATION TIME") tenders could
have been made pursuant to such tender offer (as it may be amended) and (2) the
Current Market Price of the Common Stock on the Trading Day next succeeding the
Expiration Time, and (ii) the denominator of which shall be the sum of (x) the
fair market value (as determined by the Board of Directors, whose good faith
determination shall be conclusive and described in a resolution of the Board of
Directors) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender offer) of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the "PURCHASED
SHARES") and (y) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares) at the Expiration Time and the Current Market Price
of the Common Stock on the Trading Day next succeeding the Expiration Time. Such
reduction (if any) shall become effective immediately prior to the opening of
business on the Business Day following the Expiration Time. In the event that
the Company is obligated to purchase shares pursuant to any such tender offer,
but the Company is permanently prevented by applicable law from effecting any
such purchases or all such purchases are rescinded, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such tender offer had not been made. If the application of this Section 15.04(f)
to any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 15.04(f).

         (g) For purposes of this Section 15.04, the following terms shall have
the meaning indicated:

                                    (1) "CURRENT MARKET PRICE" on any date means
                           the average of the Closing Sale Prices per share of
                           Common Stock for the 10 consecutive Trading Days
                           immediately preceding the day before the Record Date
                           (or, if earlier, the Ex-Dividend date) with respect
                           to any distribution, issuance or other event
                           requiring such computation.

                                    (2) "FAIR MARKET VALUE" shall mean the
                           amount which a willing buyer would pay a willing
                           seller in an arm's length transaction.

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


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<PAGE>



         (h) Subject to subsection (j) below, the Company may make such
decreases in the Conversion Price, in addition to any adjustments required by
Section 15.04(a), 15.04(b), 15.04(c), 15.04(d), 15.04(e) or 15.04(f), as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

         (i) To the extent permitted by applicable law and subject to subsection
(j) below, the Company from time to time may decrease the Conversion Price by
any amount for any period of time if the period is at least 20 days, the
decrease is irrevocable during the period and the Board of Directors shall have
made a determination that such decrease would be in the best interests of the
Company, which determination shall be conclusive. Whenever the Conversion Price
is decreased pursuant to the preceding sentence, the Company shall mail to
Holders of record of the Securities a notice of the decrease at least 15 days
prior to the date the decreased Conversion Price takes effect, and such notice
shall state the decreased Conversion Price and the period during which it will
be in effect.

         (j) Any decrease in the Conversion Price pursuant to subsections (h)
and (i) above shall not, without the approval of the stockholders of the
Company, as required by Rule 4310 of the Marketplace Rules of the Nasdaq Stock
Market, result in the sale or issuance of 20% or more of the shares of Common
Stock, or 20% of more of the voting power, outstanding as of the date hereof.

         (k) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 15.04(j)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 15 shall be made
by the Company and shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. No adjustment need be made for
rights to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Company),
no adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on the cash.

         (l) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent an
Officers' Certificate setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.
Unless and until a Responsible Officer of the Trustee shall have received such
Officers' Certificate, the Trustee shall not be deemed to have knowledge of any
adjustment of the Conversion Price and may assume without inquiry that the last
Conversion Price of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price
and the date on which each adjustment becomes effective and shall mail such
notice of such adjustment of the Conversion Price to each Holder of Securities
at such


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<PAGE>



Holder's last address appearing on the list of Security holders provided for in
Section 3.05 of this Indenture, within 20 days after execution thereof. Failure
to deliver such notice shall not affect the legality or validity of any such
adjustment.

         (m) In any case in which this Section 15.04 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the Holder of any
Securities converted after such Record Date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and (ii)
paying to such Holder any amount in cash in lieu of any fraction pursuant to
Section 15.03.

         (n) For purposes of this Section 15.04, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock so long as the Company
does not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

         (o) No adjustment to the Conversion Price shall be made pursuant to
this Section 15.04 if the Holders of the Securities may participate in the
transaction that would otherwise give rise to an adjustment pursuant to this
Section 15.04.

         Section 15.05. Effect Of Reclassification, Consolidation, Merger Or
Sale. If any of the following events occur, namely:

                  (i) any reclassification or change of shares of Common Stock
         issuable upon conversion of the Securities (other than a change in par
         value, or from par value to no par value, or from no par value to par
         value, or as a result of a subdivision or combination, or any other
         change for which an adjustment is provided in Section 15.04(c));

                  (ii) any consolidation or merger or combination to which the
         Company is a party other than a merger in which the Company is the
         continuing corporation and which does not result in any
         reclassification of, or change (other than in par value, or from par
         value to no par value, or from no par value to par value, or as a
         result of a subdivision or combination) in outstanding shares of Common
         Stock; or

                  (iii) any sale or conveyance of all or substantially all of
         the properties and assets of the Company to any other person as a
         result of which holders of Common Stock shall be entitled to receive
         stock, securities or other property or assets (including cash) with
         respect to or in exchange for such Common Stock

then the Company or the successor or purchasing person, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the Trust Indenture Act as in force at the date of execution of such
supplemental indenture) providing that such Securities shall be convertible into
the kind and amount of shares of stock, securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon conversion of such Securities (assuming, for such
purposes, a sufficient number of


                                       81
<PAGE>



authorized shares of Common Stock available to convert all such Securities)
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance, assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance (provided that, if the
kind or amount of stock, securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purposes of this Section 15.05, the kind
and amount of stock, securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 15. If, in the case of any such reclassification,
change, consolidation, merger, combination, sale or conveyance, the stock,
securities or other property or assets (including cash) receivable thereupon by
a holder of Common Stock includes shares of stock, securities or other property
or assets (including cash) of a corporation other than the successor or
purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, combination, sale or conveyance, then such supplemental
indenture shall also be executed by such other corporation and shall contain
such additional provisions to protect the interests of the Holders of the
Securities as the Board of Directors shall reasonably consider necessary by
reason of the foregoing.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the register of the Securities maintained by the Registrar, within 20
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture. The above provisions of
this Section shall similarly apply to successive reclassifications, changes,
consolidations, mergers, combinations, sales and conveyances. If this Section
15.05 applies to any event or occurrence, Section 15.04 shall not apply.

         Section 15.06. Taxes On Shares Issued. The issue of stock certificates
on conversions of Securities shall be made without charge to the converting
Holder for any documentary, transfer, stamp or any similar tax in respect of the
issue thereof, and the Company shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Securities pursuant hereto.
The Company shall not, however, be required to pay any such tax which may be
payable in respect of any transfer involved in the issue and delivery of stock
in any name other than that of the Holder of any Securities converted, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

         Section 15.07. Reservation Of Shares; Shares To Be Fully Paid;
Compliance With Governmental Requirements; Listing Of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient


                                       82
<PAGE>



shares of Common Stock to provide for the conversion of the Securities from time
to time as such Securities are presented for conversion (assuming that, at the
time of the computation of such number of shares or securities, all such
Securities would be held by a single Holder).

         Before taking any action that would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Securities, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

         The Company covenants that all shares of Common Stock that may be
issued upon conversion of Securities shall be newly issued shares or treasury
shares, shall be duly authorized, validly issued, fully paid and non-assessable
and shall be free from preemptive rights and free from any lien or adverse
claim.

         The Company shall use its reasonable efforts to list or cause to have
quoted any shares of Common Stock to be issued upon conversion of Securities on
each national securities exchange or over-the-counter or other domestic market
on which the Common Stock is then listed or quoted.

         Section 15.08. Responsibility Of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine the Conversion Price or whether any facts
exist which may require any adjustment of the Conversion Price, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Securities for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 15.05 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Securities after any event
referred to in such Section 15.05 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 6.01, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

         Section 15.09 . Notice To Holders Prior To Certain Actions. In case,


                                       83
<PAGE>



         (a) the Company shall declare a dividend (or any other distribution) on
its Common Stock that would require an adjustment in the Conversion Price
pursuant to Section 15.04; or

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

         (c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company or any of its significant subsidiaries; or

         (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company or any of its significant subsidiaries;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent and to be mailed to each Holder of Securities at such Holder's
address appearing on the list of Security holders provided for in Section 3.05
of this Indenture, as promptly as practicable but in any event at least 15 days
prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

         Section 15.10. Cash Conversion Option. (a) In the event that, on or
prior to the date that is five days prior to the Stated Maturity of a Security
(the "FINAL NOTICE DATE"), a Holder elects to convert all or any portion of a
Security into shares of Common Stock as set forth in Section 15.01, the Company
may choose to satisfy all or any portion of its conversion obligation (the
"CONVERSION OBLIGATION") in cash if the Company notifies such Holder through the
Trustee at any time on or before the date that is two Business Days following
receipt of written notice of conversion as specified in Section 15.02 (such
period, the "CASH SETTLEMENT NOTICE PERIOD") of the dollar amount to be
satisfied in cash. If the Company timely elects to pay cash in lieu of all or
any portion of the shares of Common Stock otherwise issuable to the Holder, the
Holder may retract the Conversion Notice at any time during the two Business Day
period beginning on the day after the final day of the Cash Settlement Notice
Period (a "CONVERSION RETRACTION PERIOD"); no such retraction may be made (and a
conversion notice shall be irrevocable) if the Company does not elect to deliver
cash in lieu of all or any portion of the shares (other than cash in lieu of
fractional shares). If the conversion notice has not been retracted, then cash
settlement or combined settlement (in a combination of cash and shares of Common
Stock) will occur on


                                       84
<PAGE>



the Business Day following the final Trading Day of the five Trading Day period
beginning on the first Trading Day after the final day of the Conversion
Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"). Settlement amounts
will be computed as follows:

                  (i) if the Company elects to satisfy the Conversion Obligation
         in shares of Common Stock, the Company will deliver to such Holder a
         number of shares of Common Stock equal to the quotient of the aggregate
         original Principal Amount of the Securities to be converted divided by
         the Conversion Price then in effect;

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

                           (A) a number equal to the quotient of the aggregate
                  original Principal Amount of Securities to be converted
                  divided by the Conversion Price then in effect, and

                           (B) the average Closing Sale Price of the Common
                  Stock during the Cash Settlement Averaging Period;

                  (iii) if the Company elects to satisfy a portion of the
         Conversion Obligation in cash (the "PARTIAL CASH AMOUNT") and a portion
         of the Conversion Obligation in shares of Common Stock, the Company
         will deliver to such Holder cash in an amount equal to the Partial Cash
         Amount and a number of shares of Common Stock equal to the quotient of:

                           (A) the excess of:

                                    (1) the product of (x) a number equal to the
                           quotient of the aggregate original Principal Amount
                           of Securities to be converted divided by the
                           Conversion Price then in effect and (y) the average
                           Closing Sale Price of the Common Stock during the
                           Cash Settlement Averaging Period, over

                                    (2) the Partial Cash Amount; divided by

                           (B) the average Closing Sale Price of the Common
                  Stock during the Cash Settlement Averaging Period.

         Notwithstanding the foregoing, a Security in respect of which a Holder
has delivered a Repurchase Notice or a Designated Event Repurchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted as described in this Article 15 only if such notice of
exercise is withdrawn in accordance with the terms of Article 13 hereof.

         (b) If a Holder elects to convert all or any portion of a Security into
shares of Common Stock after the Final Notice Date, the Company may choose to
satisfy all or any portion of the Conversion Obligation in cash provided that
the Company notifies such Holder through the Trustee of the cash settlement or
combined settlement, including the percentage of any combined settlement to be
satisfied in cash, at any time on or before the final day of the Cash Settlement


                                       85
<PAGE>




Notice Period. Settlement amounts will be computed and settlement dates will be
determined in the same manner as set forth in (a) above except that the "Cash
Settlement Averaging Period" shall be the 5 Trading Day period beginning on the
first Trading Day after the Conversion Retraction Period. If the Company timely
elects to pay cash in lieu of all or any portion of the shares of Common Stock
otherwise issuable to the Holder, the Holder may retract the Conversion Notice
at any time during the Conversion Retraction Period; no such retraction may be
made (and a conversion notice shall be irrevocable) if the Company does not
elect to deliver cash in lieu of all or any portion of the shares (other than
cash in lieu of fractional shares). If the conversion notice has not been
retracted, then cash settlement or combined settlement (in a combination of cash
and shares of Common Stock) will occur on the Business Day following the final
day of such Cash Settlement Averaging Period, and, with respect to the
Securities subject to such conversion, such Business Day shall constitute the
final Maturity Date (notwithstanding anything herein to the contrary).

         Section 15.11. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to this Article 15 shall be
conclusive if made in good faith and in accordance with the provisions of this
Article, absent manifest error, and set forth in a Board Resolution.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



                                       86
<PAGE>




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

                                         JDS UNIPHASE CORPORATION




                                         By  /s/ Christopher S. Dewees
                                            -----------------------------------
                                            Name: Christopher S. Dewees
                                            Title: Senior Vice President




                                         THE BANK OF NEW YORK,
                                            as Trustee

                                         By  /s/ Michael Pitfick
                                            -----------------------------------
                                            Name: Michael Pitfick
                                            Title: Assistant Vice President






                                       87


<PAGE>



                                                                       EXHIBIT A

                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                           ---------------, ----

The Bank of New York
101 Barclay Street
Floor 8 West
New York, NY 10286
Attention:  Corporate Trust Administration
Fax: (212) 815-5915 or (212) 815-5917

         Re:  JDS Uniphase Corporation (the "COMPANY")
              Zero Coupon Senior Convertible Notes due 2010 (the "NOTES")

Ladies and Gentlemen:

         In connection with our proposed sale of $[_________] aggregate
Principal Amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "SECURITIES ACT"), and, accordingly, we
represent that:

         1.   the offer of the Notes was not made to a Person in the United
     States;

         2.   either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any Person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any Person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;

         3.   no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(a) or Rule 904(a) of
     Regulation S, as applicable (or applicable successor rules);

         4.   the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act and the conditions of Rule
     903(b) or 904(b) of Regulation S, as applicable (or applicable successor
     rules) have been satisfied; and

         5.   We have advised the transferee of the transfer restrictions
     applicable to the Notes.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party, in any administrative or


                                      A-1

<PAGE>



legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation
S.

                                          Very truly yours,

                                          [Name of Transferor]

                                          By
                                            --------------------------------
                                                 Authorized Signature


                                      A-2
<PAGE>


                                                                       EXHIBIT B

                   Form of Designated Event Repurchase Notice


                                                           ---------------, ----

The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286
Attention:  Corporate Trust Trustee Administration
Fax: (212) 815-5915 or (212) 815-5917

         Re:  JDS Uniphase Corporation (the "COMPANY")
              Zero Coupon Senior Convertible Notes due 2010

         This is a Designated Event Repurchase Notice as defined in Section
13.01 of the Indenture dated as of October 31, 2003 (the "INDENTURE") between
the Company and The Bank of New York, as Trustee. Terms used but not defined
herein shall have the meanings ascribed to them in the Indenture.

Certificate No(s). of Securities:
                                 ----------------------------------

I intend to deliver the following aggregate Principal Amount of Securities for
purchase by the Company pursuant to Section 13.01 of the Indenture (in multiples
of $1,000):

$
 ---------------------------------------

         I hereby agree that the Securities will be purchased as of the
Designated Event Repurchase Date pursuant to the terms and conditions thereof
and of the Indenture.

                                     Signed:
                                            -----------------------------

                                      B-1

<PAGE>

                                                                       EXHIBIT C

          THE COMMON STOCK  EVIDENCED  HEREBY HAS NOT BEEN  REGISTERED
          UNDER THE UNITED STATES  SECURITIES  ACT OF 1933, AS AMENDED
          (THE  "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS, AND,
          ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  WITHIN THE UNITED
          STATES OR TO,  OR FOR THE  ACCOUNT  OR  BENEFIT  OF,  UNITED
          STATES   PERSONS  EXCEPT  AS  SET  FORTH  IN  THE  FOLLOWING
          SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION
          OF THE HOLDING  PERIOD  APPLICABLE  TO SALES OF THE SECURITY
          EVIDENCED  HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT
          (OR ANY  SUCCESSOR  PROVISION),  (1) IT WILL NOT  RESELL  OR
          OTHERWISE  TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT
          (A)  TO  JDS  UNIPHASE  CORPORATION  OR  TO  ANY  SUBSIDIARY
          THEREOF,  (B)  INSIDE  THE  UNITED  STATES  TO A  "QUALIFIED
          INSTITUTIONAL  BUYER"  (AS  DEFINED  IN RULE 144A  UNDER THE
          SECURITIES  ACT) IN COMPLIANCE  WITH RULE 144A,  (C) OUTSIDE
          THE  UNITED  STATES  IN  COMPLIANCE  WITH RULE 904 UNDER THE
          SECURITIES   ACT,  (D)  PURSUANT  TO  THE   EXEMPTION   FROM
          REGISTRATION  PROVIDED BY RULE 144 UNDER THE  SECURITIES ACT
          (IF AVAILABLE),  OR (E) PURSUANT TO A REGISTRATION STATEMENT
          WHICH HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES ACT
          (AND WHICH  CONTINUES  TO BE  EFFECTIVE  AT THE TIME OF SUCH
          TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER
          PURSUANT TO CLAUSE 1(E) ABOVE,  IT WILL  FURNISH TO CHEMICAL
          TRUST COMPANY OF  CALIFORNIA,  AS STOCK  TRANSFER  AGENT (OR
          SUCCESSOR    TRANSFER   AGENT,    AS    APPLICABLE),    SUCH
          CERTIFICATIONS,  LEGAL  OPINIONS OR OTHER  INFORMATION AS IT
          MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH  TRANSFER  IS
          BEING  MADE   PURSUANT  TO  AN  EXEMPTION   FROM,  OR  IN  A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
          THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH PERSON TO
          WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER
          THAN A  TRANSFER  PURSUANT  TO CLAUSE  1(E)  ABOVE) A NOTICE
          SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IF THE PROPOSED
          TRANSFEREE  IS A  PURCHASER  WHO IS NOT A U.S.  PERSON,  THE
          HOLDER  MUST,  PRIOR TO SUCH  TRANSFER,  FURNISH TO CHEMICAL
          TRUST COMPANY OF  CALIFORNIA,  AS STOCK  TRANSFER  AGENT (OR
          SUCCESSOR    TRANSFER    AGENT,    AS    APPLICABLE)    SUCH
          CERTIFICATIONS,  LEGAL  OPINIONS OR OTHER  INFORMATION AS IT
          MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH  TRANSFER  IS
          BEING  MADE   PURSUANT  TO  AN  EXEMPTION   FROM,  OR  IN  A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
          THE  SECURITIES  ACT.  THIS LEGEND WILL BE REMOVED  UPON THE
          EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY
          PURSUANT  TO


                                 C-1
<PAGE>


          CLAUSE 1(E) ABOVE OR UPON ANY  TRANSFER OF THE COMMON  STOCK
          EVIDENCED  HEREBY AFTER THE EXPIRATION OF THE HOLDING PERIOD
          APPLICABLE TO SALES OF THE SECURITY  EVIDENCED  HEREBY UNDER
          RULE  144(k)  UNDER  THE  SECURITIES  ACT (OR ANY  SUCCESSOR
          PROVISION).  AS USED HEREIN,  THE TERMS "UNITED  STATES" AND
          "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
          UNDER THE SECURITIES ACT.

                                 C-2


<PAGE>


                 .....................................

            Certain Sections of this Indenture relating to
                    Sections 310 through 318 of the
                     Trust Indenture Act of 1939:

<Table>
<Caption>

  Trust Indenture                                                                               Indenture
    Act Section                                                                                  Section
  ---------------                                                                               ---------
<S>                          <C>                                                              <C>
Section 310(a)(1)            ...........................................................          6.09
           (a)(2)            ...........................................................          6.09
           (a)(3)            ...........................................................       Not Applicable
           (a)(4)            ...........................................................       Not Applicable
           (b)               ...........................................................          6.08
                                                                                                  6.10
Section 311(a)               ...........................................................          6.13
           (b)               ...........................................................          6.13
Section 312(a)               ...........................................................          7.01
                                                                                                  7.02(a)
           (b)               ...........................................................          7.02(b)
           (c)               ...........................................................          7.02(c)
Section 313(a)               ...........................................................          7.03(a)
           (b)               ...........................................................          7.03(a)
           (c)               ...........................................................          7.03(a)
           (d)               ...........................................................          7.03(b)
Section 314(a)               ...........................................................          7.04
           (b)               ...........................................................       Not Applicable
           (c)(1)            ...........................................................          1.02
           (c)(2)            ...........................................................          1.02
           (c)(3)            ...........................................................       Not Applicable
           (d)               ...........................................................       Not Applicable
           (e)               ...........................................................          1.02
Section 315(a)               ...........................................................          6.01
           (b)               ...........................................................          6.02
           (c)               ...........................................................          6.01
           (d)               ...........................................................          6.01
           (e)               ...........................................................          5.14
Section 316(a)(1)(A)         ...........................................................          5.12
           (a)(1)(B)         ...........................................................          5.13
           (a)(2)            ...........................................................       Not Applicable
           (b)               ...........................................................          5.08
           (c)               ...........................................................          1.04(c)
Section 317(a)(1)            ...........................................................          5.03
           (a)(2)            ...........................................................          5.05
           (b)               ...........................................................         10.03
Section 318(a)               ...........................................................          1.07
</Table>

--------

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



                                       i