<PAGE>

                                                                     Exhibit 4.1

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


                               REALNETWORKS, INC.

                                     ISSUER

                                       TO

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

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

                                    INDENTURE

                            Dated as of June 17, 2003

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

           ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE JULY 1, 2010

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




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                                TABLE OF CONTENTS
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ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................................................1

         SECTION 1.1 Definitions......................................................................................1
         SECTION 1.2 Compliance Certificates And Opinions............................................................12
         SECTION 1.3 Form of Documents Delivered to the Trustee......................................................12
         SECTION 1.4 Acts of Holders of Securities...................................................................13
         SECTION 1.5 Notices, Etc to the Trustee and Company.........................................................15
         SECTION 1.6 Notice to Holders of Securities; Waiver.........................................................15
         SECTION 1.7 Effect of Headings and Table of Contents........................................................16
         SECTION 1.8 Successors and Assigns..........................................................................16
         SECTION 1.9 Separability Clause.............................................................................16
         SECTION 1.10 Benefits of Indenture..........................................................................16
         SECTION 1.11 Governing Law..................................................................................16
         SECTION 1.12 Legal Holidays.................................................................................17
         SECTION 1.13 Conflict With Trust Indenture Act..............................................................17

ARTICLE II SECURITY FORMS............................................................................................17

         SECTION 2.1 Form Generally..................................................................................17
         SECTION 2.2 Form of Security................................................................................19
         SECTION 2.3 Form of Certificate of Authentication...........................................................31
         SECTION 2.4 Form of Conversion Notice.......................................................................32
         SECTION 2.5 Form of Assignment..............................................................................33

ARTICLE III THE SECURITIES...........................................................................................34

         SECTION 3.1 Title and Terms.................................................................................34
         SECTION 3.2 Denominations...................................................................................35
         SECTION 3.3 Execution, Authentication, Delivery and Dating..................................................35
         SECTION 3.4 Global Securities; Non-global Securities; Book-entry Provisions.................................35
         SECTION 3.5 Registration; Registration of Transfer and Exchange; Restrictions on Transfer...................37
         SECTION 3.6 Mutilated, Destroyed, Lost or Stolen Securities.................................................40
         SECTION 3.7 Reserved........................................................................................41
         SECTION 3.8 Persons Deemed Owners...........................................................................41
         SECTION 3.9 Cancellation....................................................................................42
         SECTION 3.10 Computation of Liquidated Damages..............................................................42
         SECTION 3.11 CUSIP Numbers..................................................................................42

ARTICLE IV SATISFACTION AND DISCHARGE................................................................................42

         SECTION 4.1 Satisfaction and Discharge of Indenture.........................................................42
         SECTION 4.2 Application of Trust Money......................................................................43

ARTICLE V REMEDIES...................................................................................................44
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         SECTION 5.1 Events of Default...............................................................................44
         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment..............................................45
         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.................................46
         SECTION 5.4 Trustee May File Proofs of Claim................................................................47
         SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.....................................48
         SECTION 5.6 Application of Money Collected..................................................................48
         SECTION 5.7 Limitation on Suits.............................................................................49
         SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and Liquidated Damages
                                    and to Convert...................................................................49
         SECTION 5.9 Restoration of Rights and Remedies..............................................................50
         SECTION 5.10 Rights and Remedies Cumulative.................................................................50
         SECTION 5.11 Delay or Omission Not Waiver...................................................................50
         SECTION 5.12 Control by Holders of Securities...............................................................50
         SECTION 5.13 Waiver of Past Defaults........................................................................51
         SECTION 5.14 Undertaking for Costs..........................................................................51
         SECTION 5.15 Waiver of Stay, Usury or Extension Laws........................................................51

ARTICLE VI THE TRUSTEE...............................................................................................52

         SECTION 6.1 Certain Duties and Responsibilities.............................................................52
         SECTION 6.2 Notice of Defaults..............................................................................53
         SECTION 6.3 Certain Rights of Trustee.......................................................................53
         SECTION 6.4 Not Responsible for Recitals or Issuance of Securities..........................................54
         SECTION 6.5 May Hold Securities, Act as Trustee under Other Indentures......................................54
         SECTION 6.6 Money Held in Trust.............................................................................55
         SECTION 6.7 Compensation and Reimbursement..................................................................55
         SECTION 6.8 Corporate Trustee Required; Eligibility.........................................................56
         SECTION 6.9 Resignation and Removal; Appointment of Successor...............................................56
         SECTION 6.10 Acceptance of Appointment by Successor.........................................................57
         SECTION 6.11 Merger, Conversion, Consolidation or Succession to Business....................................58
         SECTION 6.12 Authenticating Agents..........................................................................58
         SECTION 6.13 Disqualification; Conflicting Interests........................................................60
         SECTION 6.14 Preferential Collection of Claims Against Company..............................................60

ARTICLE VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.....................................................60

         SECTION 7.1 Company May Consolidate, Etc. Only on Certain Terms.............................................60
         SECTION 7.2 Successor Substituted...........................................................................61

ARTICLE VIII SUPPLEMENTAL INDENTURES.................................................................................61

         SECTION 8.1 Supplemental Indentures Without Consent of Holders of Securities................................61
         SECTION 8.2 Supplemental Indentures with Consent of Holders of Securities...................................62

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         SECTION 8.3 Execution of Supplemental Indentures............................................................63
         SECTION 8.4 Effect of Supplemental Indentures...............................................................63
         SECTION 8.5 Reference in Securities to Supplemental Indentures..............................................64
         SECTION 8.6 Notice of Supplemental Indentures...............................................................64

ARTICLE IX MEETINGS OF HOLDERS OF SECURITIES.........................................................................64

         SECTION 9.1 Purposes for Which Meetings May Be Called.......................................................64
         SECTION 9.2 Call, Notice and Place of Meetings..............................................................64
         SECTION 9.3 Persons Entitled to Vote at Meetings............................................................65
         SECTION 9.4 Quorum; Action..................................................................................65
         SECTION 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.............................66
         SECTION 9.6 Counting Votes and Recording Action of Meetings.................................................66

ARTICLE X COVENANTS..................................................................................................67

         SECTION 10.1 Payment of Securities..........................................................................67
         SECTION 10.2 Maintenance of Offices or Agencies.............................................................67
         SECTION 10.3 Money for Security Payments to Be Held in Trust................................................68
         SECTION 10.4 Existence......................................................................................69
         SECTION 10.5 Maintenance of Properties......................................................................69
         SECTION 10.6 Payment of Taxes and Other Claims..............................................................69
         SECTION 10.7 Registration and Listing.......................................................................70
         SECTION 10.8 Statement by Officers as to Default............................................................70
         SECTION 10.9 Delivery of Certain Information................................................................70
         SECTION 10.10 Resale of Certain Securities..................................................................71
         SECTION 10.11 Registration Rights...........................................................................71
         SECTION 10.12 Waiver of Certain Covenants...................................................................72

ARTICLE XI REDEMPTION OF SECURITIES..................................................................................72

         SECTION 11.1 Right of Redemption............................................................................72
         SECTION 11.2 Applicability of Article.......................................................................72
         SECTION 11.3 Election to Redeem; Notice to Trustee..........................................................72
         SECTION 11.4 Selection by Trustee of Securities to Be Redeemed..............................................73
         SECTION 11.5 Notice of Redemption...........................................................................73
         SECTION 11.6 Deposit of Redemption Price....................................................................74
         SECTION 11.7 Securities Payable on Redemption Date..........................................................74
         SECTION 11.8 Conversion Arrangement on Call for Redemption..................................................75

ARTICLE XII CONVERSION OF SECURITIES.................................................................................76

         SECTION 12.1 Conversion Privilege and Conversion Rate.......................................................76
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         SECTION 12.2 Exercise of Conversion Privilege...............................................................78
         SECTION 12.3 Fractions of Shares............................................................................80
         SECTION 12.4 Adjustment of Conversion Rate..................................................................80
         SECTION 12.5 Notice of Adjustments of Conversion Rate.......................................................86
         SECTION 12.6 Notice of Certain Corporate Action.............................................................86
         SECTION 12.7 Company to Reserve Common Stock................................................................87
         SECTION 12.8 Taxes on Conversions...........................................................................87
         SECTION 12.9 Covenant as to Common Stock....................................................................88
         SECTION 12.10 Cancellation of Converted Securities..........................................................88
         SECTION 12.11 Provision in Case of Consolidation, Merger or Sale of Assets..................................88
         SECTION 12.12 Rights Issued in Respect of Common Stock......................................................89
         SECTION 12.13 Responsibility of Trustee for Conversion Provisions...........................................90

ARTICLE XIII SUBORDINATION OF SECURITIES.............................................................................90

         SECTION 13.1 Securities Subordinate to Senior Debt..........................................................90
         SECTION 13.2 No Payment in Certain Circumstances, Payment over of Proceeds upon Dissolution, Etc............90
         SECTION 13.3 Prior Payment to Senior Debt upon Acceleration of Securities...................................92
         SECTION 13.4 Payment Permitted If No Default................................................................93
         SECTION 13.5 Subrogation to Rights of Holders of Senior Debt................................................93
         SECTION 13.6 Provisions Solely to Define Relative Rights....................................................93
         SECTION 13.7 Trustee to Effectuate Subordination............................................................94
         SECTION 13.8 No Waiver of Subordination Provisions..........................................................94
         SECTION 13.9 Notice to Trustee..............................................................................94
         SECTION 13.10 Reliance on Judicial Order or Certificate of Liquidating Agent................................95
         SECTION 13.11 Trustee Not Fiduciary for Holders of Senior Debt..............................................95
         SECTION 13.12 Reliance by Holders of Senior Debt on Subordination Provisions................................96
         SECTION 13.13 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights..................96
         SECTION 13.14 Article Applicable to Paying Agents...........................................................96
         SECTION 13.15 Certain Conversions and Repurchases Deemed Payment............................................96

ARTICLE XIV REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER.....................................................97

         SECTION 14.1 Right to Require Repurchase upon a Change in Control...........................................97
         SECTION 14.2 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock...............98
         SECTION 14.3 Notices; Method of Exercising Repurchase Right, Etc............................................98
         SECTION 14.4 Certain Definitions...........................................................................101
         SECTION 14.5 Consolidation, Merger, etc....................................................................102
         SECTION 14.6 Repurchase at the Option of the Holder on the Purchase Date...................................103
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ARTICLE XV HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE...........................................105

         SECTION 15.1 Company to Furnish Trustee Names and Addresses of Holders.....................................105
         SECTION 15.2 Preservation of Information...................................................................105
         SECTION 15.3 Reports by Trustee............................................................................106
         SECTION 15.4 Reports by Company............................................................................106

ARTICLE XVI IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS.........................................106

         SECTION 16.1 Indenture and Securities Solely Corporate Obligations.........................................106

</TABLE>

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                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA                                                             INDENTURE
SECTION                                                          SECTION
-------                                                          -------
<S>         <C>                                            <C>
Section     310(a)(1) ..................................   6.8
            (a)(2) .....................................   6.8
            (a)(3) .....................................   N.A.**
            (a)(4) .....................................   N.A.
            (a)(5) .....................................   6.8
            (b) ........................................   6.9, 6.10, 6.13
            (c) ........................................   N.A.
Section     311(a) .....................................   6.14
            (b) ........................................   6.14
            (c) ........................................   N.A.
Section     312(a) .....................................   15.1, 15.2(1)
            (b) ........................................   15.2(2)
            (c) ........................................   15.2(3)
Section     313(a) .....................................   15.3
            (b)(1) .....................................   N.A.
            (b)(2) .....................................   15.3
            (c) ........................................   1.6, 15.3
            (d) ........................................   15.3
Section     314(a) .....................................   1.5, 10.8, 10.9, 15.4
            (b) ........................................   N.A.
            (c)(1) .....................................   1.2
            (c)(2) .....................................   1.2
            (c)(3) .....................................   N.A.
            (d) ........................................   N.A.
            (e) ........................................   1.2
            (f) ........................................   N.A.
Section     315(a) .....................................   6.1(1)
            (b) ........................................   1.6, 6.2
            (c) ........................................   6.1(2)
            (d) ........................................   6.1(3)
            (e) ........................................   5.14
Section     316(a)(last sentence) ......................   1.1
            (a)(1)(A) ..................................   5.12
            (a)(1)(B) ..................................   5.13
            (a)(2) .....................................   N.A.
            (b) ........................................   5.8
            (c) ........................................   1.4(5)
Section     317(a)(1) ..................................   5.3
            (a)(2) .....................................   5.4
            (b) ........................................   4.2
Section     318(a) .....................................   1.13
</TABLE>

-------------
*     This Cross-Reference Table shall not, for any purpose, be deemed a part of
      this Indenture.
**    N.A. means Not Applicable.

<PAGE>


         INDENTURE, dated as of June 17, 2003, between REALNETWORKS, INC., a
corporation duly organized and existing under the laws of the State of
Washington, having its principal office at 2601 Elliott Avenue, Seattle,
Washington 98121 (herein called the "Company"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized under the laws of the
United States, as Trustee hereunder (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of its Zero
Coupon Convertible Subordinated Notes due July 1, 2010 (herein called 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 the Securities are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done. Further, all
things necessary to duly authorize the issuance of the Common Stock of the
Company issuable upon the conversion of the Securities, and to duly reserve for
issuance the number of shares of Common Stock issuable upon such conversion,
have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 Definitions.
            -----------

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

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

         (2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation; and

                                      -1-
<PAGE>

         (3) 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 of a Security, has the
meaning specified in Section 1.4.

         "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 Member" means any member of, or participant in, the Depositary.

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

         "Authenticating Agent" means any Person authorized pursuant to Section
6.12 to act on behalf of the Trustee to authenticate Securities.

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

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

         "Business Day", when used with respect to any Place of Payment, Place
of Conversion or any other place, as the case may be, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in such Place of Payment, Place of Conversion or other place, as
the case may be, are authorized or obligated by law or executive order to close;
provided, however, that a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close shall not be
a Business Day for purposes of Section 13.9.

         "Change in Control" has the meaning specified in Section 14.4(2).

         "Closing Price Per Share" means, with respect to the Common Stock, for
any day, (i) the last reported sale price regular way on the Nasdaq National
Market or, (ii) if the Common Stock is not



                                       2
<PAGE>

quoted on the Nasdaq National Market, the last reported sale price regular way
per share or, in case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices regular way, in either case, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq
National Market or listed or admitted to trading on any national securities
exchange, the average of the closing bid prices in the over-the-counter market
as furnished by any New York Stock Exchange member firm selected from time to
time by the Company for that purpose.

         "Code" has the meaning specified in Section 2.l.

         "Commission" means the United States 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 Common Stock, par value $0.001 per share, of
the Company authorized at the date of this instrument as originally executed or
as such stock may be constituted from time to time. Subject to the provisions of
Section 12.11, shares issuable on conversion or repurchase of Securities shall
include only shares of Common Stock or shares of any class or classes of common
stock resulting from any reclassification or reclassifications thereof;
provided, however, that if at any time there shall be more than one such
resulting class, the shares so issuable on conversion of Securities shall
include shares of all such classes, and the shares of each such class then so
issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

         "common stock" includes any stock of any class of capital stock which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
issuer thereof and which is not subject to redemption by the issuer thereof.

         "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 Notice" has the meaning specified in Section 14.3.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by (i) its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President, an Executive
Vice President or a Vice President, and by (ii) its principal financial officer,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.



                                       3
<PAGE>

         "Constituent Person" has the meaning specified in Section 12.11.

         "Conversion Agent" means any Person authorized by the Company to
convert Securities in accordance with Article XII. The Company has initially
appointed the Trustee as its Conversion Agent pursuant to Section 10.2 hereof.

         "Conversion Date" means the date on which a Holder delivers its
Securities and a duly signed and completed conversion notice pursuant to this
Indenture.

         "Conversion Period" has the meaning specified in Section 12.1(a).

         "Conversion Price" has the meaning specified in Section 14.4(3).

         "Conversion Rate" has the meaning specified in Section 12.1(c).

         "Conversion Value" has the meaning specified in Section 12.1(b).

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time the trust created by this Indenture shall be principally
administered (which at the date of this Indenture is located at 550 S. Hope
Street, Suite 500, Los Angeles, CA 90071, Attention: Corporate Trust Services
(RealNetworks, Zero Coupon Convertible Subordinated Notes due July 1, 2010)).

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

         "Depositary" means, with respect to any Securities (including any
Global Securities), a clearing agency that is registered as such under the
Exchange Act and is designated by the Company to act as Depositary for such
Securities (or any successor securities clearing agency so registered).

         "Designated Senior Debt" means the Company's obligations under any
particular Senior Debt in which the instrument creating or evidencing the same
or the assumption or guarantee thereof (or related agreements or documents to
which the Company is a party) expressly provides that such Senior Debt shall be
"Designated Senior Debt" for purposes of this Indenture; provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Debt to exercise the rights of Designated Senior Debt.

         "Distribution Notice" has the meaning specified in Section 12.1(a).

         "Documents" has the meaning specified in Section 6.3(1).

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

         "DTC" means The Depository Trust Company, a New York corporation.



                                       4
<PAGE>

         "Effective Failure" has the meaning specified in Section 2.2.

         "Effectiveness Period" has the meaning specified in Section 2.2.

         "Event of Default" has the meaning specified in Section 5.1.

         "Exchange Act" means the United States Securities Exchange Act of 1934
(or any successor statute), as amended from time to time.

         "Expiration Time" has the meaning specified in Section 12.4(6).

         "Global Security" means a Security that is registered in the Security
Register in the name of a Depositary or a nominee thereof.

         "Holder" means the Person in whose name the 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 Purchaser" means Goldman, Sachs & Co.

         "Initial Purchaser Option" has the meaning specified in Section 3.1.

         "Instrument" has the meaning specified in Section 5.1.

         "Issue Date" means June 17, 2003.

         "Liquidated Damages" has the meaning specified in Section 2.2.

         "Liquidated Damages Payment Date" means each July 1 and January 1.

         "Liquidated Damages Record Date" means each June 15 and December 15
immediately preceding a Liquidated Damages Payment Date, if any.

         "Liquidated Damages Record Date Period" means the period from the close
of business of any Liquidated Damages Record Date next preceding any Liquidated
Damages Payment Date to the opening of business on such Liquidated Damages
Payment Date.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity


                                       5
<PAGE>

or by declaration of acceleration, call for redemption, exercise of the
repurchase right set forth in Article XIV or otherwise.

         "Merger Notice" has the meaning specified in Section 12.1.

         "Non-electing Share" has the meaning specified in Section 12.11.

         "Notice of Default" has the meaning specified in Section 5.1.

         "Notice of Optional Repurchase" has the meaning specified in Section
14.6(b).

         "Notice of Withdrawal" has the meaning specified in Section 14.6(c).

         "Officers' Certificate" means a certificate signed by (i) the Chairman
of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President, an Executive Vice President, a Senior Vice President or a Vice
President and by (ii) the principal financial officer, 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 10.8 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be 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 canceled by the Trustee or
                           delivered to the Trustee for cancellation;

                  (ii)     Securities for the payment or redemption of which
                           money 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, provided that if such Securities are
                           to be redeemed, notice of such redemption has been
                           duly given pursuant to this Indenture or provision
                           therefor satisfactory to the Trustee has been made;

                  (iii)    Securities which have been paid pursuant to Section
                           3.6 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 bona fide
                           purchaser in whose hands such Securities are valid
                           obligations of the Company; and



                                       6
<PAGE>

                  (iv)     Securities converted into Common Stock pursuant to
                           Article XII;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or 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 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 determination as to the presence of a quorum or upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities which a Responsible Officer of the Trustee has been notified in
writing 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 is not
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, and the Trustee shall be protected in relying
upon an Officer's Certificate to such effect.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of Liquidated Damages, if any, on any Securities on behalf of the
Company and, except as otherwise specifically set forth herein, such term shall
include the Company if it shall act as its own Paying Agent. The Company has
initially appointed the Trustee as its Paying Agent pursuant to Section 10.2
hereof.

         "Payment Blockage Notice" has the meaning specified in Section 13.2.

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

         "Place of Conversion" has the meaning specified in Section 3.1.

         "Place of Payment" has the meaning specified in Section 3.1.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Press Release" means any press release issued by the Company and
disseminated to Reuters Business News Services and Bloomberg News Services.

         "Purchase Agreement" means the Purchase Agreement, dated as of June 11,
2003, between the Company and the Initial Purchaser, as such agreement may be
amended from time to time.



                                       7
<PAGE>

         "Purchase Date" has the meaning specified in Section 14.6(a).

         "Purchase Notice" has the meaning specified in Section 14.6(b).

         "Purchase Price" has the meaning specified in Section 14.6(a).

         "Purchased Shares" has the meaning specified in Section 12.4(6).

         "Purchasers" has the meaning specified in Section 11.8.

         "Qualified Institutional Buyer" shall mean a "qualified institutional
buyer" as defined in Rule 144A.

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

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

         "Registrable Securities" has the meaning specified in Section 10.11.

         "Registration Default" has the meaning specified in Section 2.2.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 17, 2003, between the Company and the Initial
Purchaser, as such agreement may be amended from time to time.

         "Representative" means the (a) indenture trustee or other trustee,
agent or representative for any Senior Debt or (b) with respect to any Senior
Debt that does not have any such trustee, agent or other representative, (i) in
the case of such Senior Debt issued pursuant to an agreement providing for
voting arrangements as among the holders or owners of such Senior Debt, any
holder or owner of such Senior Debt acting with the consent of the required
persons necessary to bind such holders or owners of such Senior Debt and (ii) in
the case of all other such Senior Debt, the holder or owner of such Senior Debt.

         "Repurchase Date" has the meaning specified in Section 14.1.

         "Repurchase Price" has the meaning specified in Section 14.1.

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge and familiarity with the particular
subject.



                                       8
<PAGE>

         "Restricted Global Security" has the meaning specified in Section 2.1.

         "Restricted Securities" means all Securities required pursuant to
Section 3.5(3) to bear any Restricted Securities Legend. Such term includes the
Restricted Global Security.

         "Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in Section 2.2 to be placed upon each Restricted Security.

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

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

         "Rule 144A Information" has the meaning specified in Section 10.9.

         "Securities" has the meaning ascribed to it in the first paragraph
under the caption "Recitals of the Company".

         "Securities Act" means the United States Securities Act of 1933 (or any
successor statute), as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Senior Debt" means the principal of (and premium, if any) and interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on, and all rental
payments, fees and other amounts payable or other obligations, whether absolute
or contingent, secured or unsecured, due or to become due, outstanding on the
date of this Indenture or thereafter created, incurred or assumed in connection
with any of the following: (a) any credit or loan agreement, note, bond,
debenture or other written obligation of the Company, (b) all obligations of the
Company for money borrowed, (c) any note or similar instrument issued by the
Company in connection with the acquisition of any businesses, properties or
assets of any kind, (d) the Company's leasing real or personal property (i)
under leases, if all or a portion of the lessee's rental obligations are
required to be capitalized on the balance sheet of the lessee under generally
accepted accounting principles or (ii) under leases, participation agreements,
guarantees or similar documents entered into by the Company in connection with
the leasing of real or personal property by the Company or any of the
Subsidiaries which provides that the Company is contractually obligated to
purchase or cause a third party to purchase the leased property for a fixed
price or otherwise guarantee a residual value of leased property to the lessor
or a third party, whether or not such lease is properly classified as an
operating or capital lease in accordance with generally accepted


                                       9
<PAGE>

accounting principles, (e) any interest rate and currency swaps, caps, floors,
collars, hedge agreements, forward contracts or similar agreements or
arrangements, (f) any letters of credit, bankers' acceptances and similar
facilities, including reimbursement obligations with respect to the foregoing,
(g) any deferred purchase price of property or services other than trade
accounts payable and accrued liabilities arising in the ordinary course of
business, (h) all obligations of the type referred to in clauses (a) through (g)
above of another Person and any dividends of another Person, the payment of
which, in either case, the Company has assumed or guaranteed, or for which the
Company is responsible or liable, directly or indirectly, jointly or severally,
as obligor, guarantor or otherwise, or which are secured by a lien on the
Company's property, and (i) renewals, extensions, modifications, replacements,
restatements and refundings of, or any indebtedness or obligation issued in
exchange for, any such indebtedness or obligation described in clauses (a)
through (h) of this paragraph; provided, however, that "Senior Debt" shall not
include (X) the Securities, or (Y) any other indebtedness or obligation if the
terms of such indebtedness or obligation (or the terms of the instrument under
which or pursuant to which it is issued) expressly provide that such
indebtedness or obligation is not superior in right of payment to the
Securities.

         "Shelf Registration Statement" has the meaning specified in Section
10.11.

         "Significant Subsidiary" means, at any date of determination, any
majority-owned subsidiary of the Company that (i) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated revenues of
the Company or (ii) as of the end of such fiscal year, was the owner of more
than 10% of the consolidated assets of the Company, all as set forth on the most
recently available consolidated financial statements of the Company for such
fiscal year.

         "Spin-off" has the meaning specified in Section 12.4(4).

         "Stated Maturity", when used with respect to any Security or any
installment of Liquidated Damages thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of Liquidated Damages is due and payable.

         "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 or
other similar interests in the corporation which ordinarily has or have voting
power for the election of directors, or persons performing similar functions,
whether at all times or only so long as no senior class of stock or other
interests has or have such voting power by reason of any contingency.

         "Subsidiary Closing Price" means, with respect to the securities of a
Subsidiary distributed in a Spin-off, for any day, (i) the last reported sale
price regular way on the Nasdaq National Market or, (ii) if such security is not
quoted on the Nasdaq National Market, the last reported sale price regular way
per share or, in case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices regular way, in either case, on the
principal national securities exchange


                                       10
<PAGE>

on which such security is listed or admitted to trading, or (iii) if such
security is not quoted on the Nasdaq National Market or listed or admitted to
trading on any national securities exchange, the average of the closing bid
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Company for that purpose.

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

         "Surrender Certificate" means a certificate substantially in the form
set forth in Annex B.

         "Trading Day" means (i) if the Common Stock is quoted on the Nasdaq
National Market or any other system of automated dissemination of quotations of
securities prices, days on which trades may be effected through such system,
(ii) if the Common Stock is listed or admitted for trading on any national or
regional securities exchange, days on which such national or regional securities
exchange is open for business, or (iii) if the Common Stock is not listed on a
national or regional securities exchange or quoted on the Nasdaq National Market
or any other system of automated dissemination of quotation of securities
prices, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

         "Trading Price" has the meaning specified in Section 12.1(b).

         "Trigger Event" has the meaning specified in Section 12.12.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, and the
rules and regulations thereunder, 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,
and the rules and regulations thereunder, 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.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (its "possessions" including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands).



                                       11
<PAGE>

         "Unrestricted Securities Certificate" means a certificate substantially
in the form set forth in Annex A.


SECTION 1.2 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 an Officers' Certificate stating that there has been compliance with
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action and an Opinion of Counsel stating that in the opinion of such
counsel there has been compliance with all such conditions precedent, if any,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
provided for in Section 10.8) shall include:

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

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

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

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

SECTION 1.3 Form of Documents Delivered to the 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 such certificate or opinion is based are


                                       12
<PAGE>

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 or any other Person
stating that the information with respect to such factual matters is in the
possession of the Company or such other Person, 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 1.4 Acts of Holders of Securities.
            -----------------------------

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities may be embodied in and evidenced by (A) one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent or proxy duly appointed in writing by such Holders or (B) the
record of Holders of Securities voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities duly
called and held in accordance with the provisions of Article IX. Such action
shall become effective when such instrument or instruments or record is
delivered to the Trustee and, where it is hereby expressly required, to the
Company. The Trustee shall promptly deliver to the Company copies of all such
instruments and records delivered to the Trustee. Such instrument or instruments
and records (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders of Securities signing such
instrument or instruments and so voting at such meeting. Proof of execution of
any such instrument or of a writing appointing any such agent or proxy, or of
the holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 9.6.

         (2) 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.

         (3) The principal amount and serial number of any Security held by any
Person, and the date of his holding the same, shall be proved by the Security
Register.

         (4) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems



                                       13
<PAGE>

sufficient; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section 1.4.

         (5) The Company may set 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 by this Indenture to be given or taken by
Holders. Promptly and in any case not later than 10 days after setting a record
date, the Company shall notify the Trustee and the Holders of such record date.
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 15.1) prior to such first solicitation or vote,
as the case may be. With regard to any record date, the Holders on such date (or
their duly appointed agents or proxies), and only such Persons, shall be
entitled to give or take, or vote on, the relevant action, whether or not such
Holders remain Holders after such record date. Notwithstanding the foregoing,
the Company shall not set a record date for, and the provisions of this
paragraph shall not apply with respect to, any notice, declaration or direction
referred to in the next paragraph.

         Upon receipt by the Trustee from any Holder of (i) any notice of
default or breach referred to in Section 5.1(4), if such default or breach has
occurred and is continuing and the Trustee shall not have given such a notice to
the Company, (ii) any declaration of acceleration referred to in Section 5.2, if
an Event of Default has occurred and is continuing and the Trustee shall not
have given such a declaration to the Company, or (iii) any direction referred to
in Section 5.12, if the Trustee shall not have taken the action specified in
such direction, then, with respect to clauses (ii) and (iii), a record date
shall automatically and without any action by the Company or the Trustee be set
for determining the Holders entitled to join in such declaration or direction,
which record date shall be the close of business on the tenth day (or, if such
day is not a Business Day, the first Business Day thereafter) following the day
on which the Trustee receives such declaration or direction, and, with respect
to clause (i), the Trustee may set any day as a record date for the purpose of
determining the Holders entitled to join in such notice of default. Promptly
after such receipt by the Trustee of any such declaration or direction referred
to in clause (ii) or (iii), and promptly after setting any record date with
respect to clause (i), and as soon as practicable thereafter, the Trustee shall
notify the Company and the Holders of any such record date so fixed. The Holders
on such record date (or their duly appointed agents or proxies), and only such
Persons, shall be entitled to join in such notice, declaration or direction,
whether or not such Holders remain Holders after such record date; provided
that, unless such notice, declaration or direction shall have become effective
by virtue of Holders of the requisite principal amount of Securities on such
record date (or their duly appointed agents or proxies) having joined therein on
or prior to the 90th day after such record date, such notice, declaration or
direction shall automatically and without any action by any Person be canceled
and of no further effect. Nothing in this paragraph shall be construed to
prevent a Holder (or a duly appointed agent or proxy thereof) from giving,
before or after the expiration of


                                       14
<PAGE>

such 90-day period, a notice, declaration or direction contrary to or different
from, or, after the expiration of such period, identical to, the notice,
declaration or direction to which such record date relates, in which event a new
record date in respect thereof shall be set pursuant to this paragraph. In
addition, nothing in this paragraph shall be construed to render ineffective any
notice, declaration or direction of the type referred to in this paragraph given
at any time to the Trustee and the Company by Holders (or their duly appointed
agents or proxies) of the requisite principal amount of Securities on the date
such notice, declaration or direction is so given.

         (6) Except as provided in Sections 5.12 and 5.13, any request, demand,
authorization, direction, notice, consent, election, 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.

         (7) The provisions of this Section 1.4 are subject to the provisions of
Section 9.5.

SECTION 1.5 Notices, Etc to the Trustee and Company.
            ---------------------------------------

         Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of Securities or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,

         (1) the Trustee by any Holder of Securities or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with a Responsible Officer of the Trustee and received at its
Corporate Trust Office, Attention: Corporate Trust Services (RealNetworks, Inc.,
Zero Coupon Convertible Subordinated Notes due July 1, 2010).

         (2) the Company by the Trustee or by any Holder of Securities shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing, mailed, first-class postage prepaid, or telecopied and
confirmed by mail, first-class postage prepaid, or delivered by hand or
overnight courier, addressed to the Company at 2601 Elliott Avenue, Seattle,
Washington 98121, Attention: Chief Financial Officer, or at any other address
previously furnished in writing to the Trustee by the Company.

SECTION 1.6 Notice to Holders of Securities; Waiver.
            ---------------------------------------

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders if in writing and mailed, first-class postage
prepaid or delivered by an overnight delivery service, to each Holder of a
Security affected by such event, at the address of such Holder as it appears in
the Security Register, not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice.



                                       15
<PAGE>

         Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Security shall affect the sufficiency
of such notice with respect to other Holders of Securities. 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 to Holders
of Securities as shall be made with the approval of the Trustee, which approval
shall not be unreasonably withheld, shall constitute a sufficient notification
to such Holders for every purpose hereunder.

         Such notice shall be deemed to have been given when such notice is
mailed.

         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 of Securities 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.

SECTION 1.7 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 1.8 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 1.9 Separability Clause.
            -------------------

         In case any provision in this Indenture or 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 1.10 Benefits of Indenture.
             ---------------------

         Except as provided in the next sentence, nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture. The provisions of Article XIII are intended to be for the benefit of,
and shall be enforceable directly by, the holders of Senior Debt.

SECTION 1.11 Governing Law.
             -------------


                                       16
<PAGE>

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

SECTION 1.12 Legal Holidays.
             --------------

         In any case where any Liquidated Damages Payment Date, Redemption Date,
Repurchase Date, Purchase Date or Stated Maturity of any Security or the last
day on which a Holder of a Security has a right to convert his Security shall
not be a Business Day at a Place of Payment or Place of Conversion, as the case
may be, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of, premium, if any, Liquidated Damages, if
any, or the payment of the Redemption Price, Purchase Price or Repurchase Price
(whether the same is payable in cash or in shares of Common Stock, as the case
may be) with respect to, or delivery for conversion of, such Security need not
be made at such Place of Payment or Place of Conversion, as the case may be, on
or by such day, but may be made on or by the next succeeding Business Day at
such Place of Payment or Place of Conversion, as the case may be, with the same
force and effect as if made on the Liquidated Damages Payment Date, Redemption
Date, Repurchase Date, Purchase Date or at the Stated Maturity or by such last
day for conversion; provided, however, that in the case that payment is made on
such succeeding Business Day, no interest or Liquidated Damages shall accrue on
the amount so payable for the period from and after such Liquidated Damages
Payment Date, Redemption Date, Repurchase Date, Purchase Date, Stated Maturity
or last day for conversion, as the case may be.

SECTION 1.13 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.
Until such time as this Indenture shall be qualified under the Trust Indenture
Act, this Indenture, the Company and the Trustee shall be deemed for all
purposes hereof to be subject to and governed by the Trust Indenture Act to the
same extent as would be the case if this Indenture were so qualified on the date
hereof.

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 2.1 Form Generally.
            --------------

         The Securities shall be in substantially the form 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



                                       17
<PAGE>

exchange, the Internal Revenue Code of 1986, as amended, and regulations
thereunder (the "Code"), or as may, consistent herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. All
Securities shall be in fully registered form.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in Section 2.3.

         Conversion notices shall be in substantially the form set forth in
Section 2.4.

         Repurchase notices shall be substantially in the form set forth in
Section 2.2.

         The Securities shall be printed, lithographed, typewritten or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any automated quotation system or securities
exchange (including on steel engraved borders if so required by any securities
exchange upon which the Securities may be listed) on which the Securities may be
quoted or listed, as the case may be, all as determined by the officers
executing such Securities, as evidenced by their execution thereof.

         Upon their original issuance, Securities issued as contemplated by the
Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A
shall be issued in the form of one or more Global Securities in definitive,
fully registered form without interest coupons and bearing the Restricted
Securities Legend. Such Global Security shall be registered in the name of DTC,
as Depositary, or its nominee and deposited with the Trustee, as custodian for
DTC, for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Security, together with its Successor Securities that are Global
Securities, are collectively herein called the "Restricted Global Security".



                                       18
<PAGE>





SECTION 2.2 Form of Security.
            ----------------

                                 [FORM OF FACE]

         [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED
SECURITY:

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN
INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
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 NOTE AND ANY SUCH SHARES


                                       19
<PAGE>

SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]

         [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]



                                       20
<PAGE>



                               REALNETWORKS, INC.

           ZERO COUPON CONVERTIBLE SUBORDINATED NOTE DUE JULY 1, 2010

No.                                                         $
    -----------------------                                  -------------------


CUSIP NO.  75605 LAA26

         REALNETWORKS, INC., a corporation duly organized and existing under the
laws of the State of Washington (herein called the "Company", which term
includes any successor Person 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
(U.S.$______ ) [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (which
principal amount may from time to time be increased or decreased to such other
principal amounts (which, taken together with the principal amounts of all other
Outstanding Securities, shall not exceed $100,000,000 (or $110,000,000 if the
Initial Purchaser Option is exercised in full) by adjustments made on the
records of the Trustee hereinafter referred to in accordance with the
Indenture)] on July 1, 2010. Payments of principal shall be made upon the
surrender of this Security at the option of the Holder at the Corporate Trust
Office of the Trustee, or at such other office or agency of the Company as may
be designated by it for such purpose in the Borough of Manhattan, The City of
New York, in such lawful monies of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts, or
at such other offices or agencies as the Company may designate, by United States
Dollar check drawn on, or wire transfer to, a United States Dollar account (such
a transfer to be made only to a Holder of an aggregate principal amount of
Securities in excess of U.S. $5,000,000 and only if such Holder shall have
furnished wire instructions to an account maintained at a bank or other
financial institution in The City of New York, in writing to the Trustee no
later than 15 days prior to the relevant payment date).

         Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.




                                       21
<PAGE>





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



                                        REALNETWORKS, INC.

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

Attest:


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



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

Dated:


U.S. BANK NATIONAL ASSOCIATION,
as Trustee


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



<PAGE>


                                [FORM OF REVERSE]

         This Security is one of a duly authorized issue of securities of the
Company designated as its "Zero Coupon Convertible Subordinated Notes due July
1, 2010" (herein called the "Securities"), limited in aggregate principal amount
to U.S. $100,000,000 (or $110,000,000 if the Initial Purchaser Option is
exercised in full), issued and to be issued under an Indenture, dated as of June
17, 2003 (herein called the "Indenture"), between the Company and U.S. Bank
National Association, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. 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 any authorized denominations as requested by
the Holder surrendering the same upon surrender of the Security or Securities to
be exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon
such surrender by the Holder will issue the new Securities in the requested
denominations.

         No sinking fund is provided for the Securities.

         Subject to and in compliance with the Indenture, the Securities are
subject to repurchase at the option of the Holder as of July 1, 2008, in whole
or in part, at 100% of the principal amount of such Securities to be
repurchased, together with accrued and unpaid Liquidated Damages, if any, to,
but excluding, the Purchase Date.

         The Securities are redeemable at the option of the Company at any time
on or after July 1, 2008, in whole or in part, upon not less than 20 nor more
than 60 days' notice to the Holders prior to the Redemption Date at a Redemption
Price payable in cash equal to 100% of the principal amount, together, in each
case, with accrued and unpaid Liquidated Damages, if any, to, but excluding, the
Redemption Date; provided, however, that installments of Liquidated Damages, if
any, on Securities whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Liquidated Damage
Record Dates, all as provided in the Indenture.

         In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

         In any case where the due date for the payment of the principal of,
premium, if any, or Liquidated Damages, if any, on any Security or the last day
on which a Holder of a Security has a right to convert his Security shall be, at
any Place of Payment or Place of Conversion as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, premium, if

                                      -21-
<PAGE>

any, or Liquidated Damages, if any, or delivery for conversion of such Security
need not be made on or by such date at such place but may be made on or by the
next succeeding day at such place which is not a day on which banking
institutions are authorized or obligated by law or executive order to close,
with the same force and effect as if made on the date for such payment or the
date fixed for repurchase, or by such last day for conversion, and no interest
or Liquidated Damages shall accrue on the amount so payable for the period after
such date.

         Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at its option, to convert any Security
that is an integral multiple of $1,000 may be converted into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of Common Stock of the Company at the Conversion Rate, determined as
hereinafter provided, in effect at the time of conversion and subject to the
adjustments described below, as follows:

                  (1) if, on or prior to December 31, 2007, the Closing Price
Per Share of the Common Stock for at least 20 Trading Days in the period of the
30 consecutive Trading Days ending on the first day of a Conversion Period was
more than 110% of the then current Conversion Price on the Securities, then the
Holder thereof will be entitled to convert such Security during that Conversion
Period;

                  (2) if, on any date after December 31, 2007 and prior to the
Stated Maturity, the Closing Price Per Share of the Common Stock is more than
110% of the then current Conversion Price on the Securities, then the Holder
thereof will be entitled to convert such Security at all times thereafter;

                  (3) if the Company elects to call the Securities for
redemption on or after July 1, 2008;

                  (4) if the Company distributes to all or substantially all
holders of Common Stock rights, options or warrants entitling them to purchase
Common Stock at less than the Closing Price Per Share of the Common Stock on the
last Trading Day preceding the declaration for such distribution;

                  (5) if the Company distributes to all or substantially all
holders of Common Stock cash, assets, debt securities or capital stock, which
distribution has a per share value as determined by the Board of Directors
exceeding 10% of the Closing Price Per Share of the Common Stock on the last
Trading Day preceding the declaration for such distribution; or

                  (6) if the Company becomes a party to a consolidation, merger
or sale of all or substantially all of the Company's assets where such
consolidation, merger or sale of all or substantially all of the Company's
assets constitutes a Change in Control.

         In the case of a distribution contemplated by clauses (4) and (5)
above, the Company will notify Holders at least 20 days prior to the ex-dividend
date for such distribution (the "Distribution


                                       22
<PAGE>

Notice"). Once the Company has given the Distribution Notice, Holders may
surrender their Securities for conversion at any time until the earlier of the
close of business on last Business Day preceding the ex-dividend date or the
Company's announcement that such distribution will not take place.
Notwithstanding the foregoing, in the event of a distribution contemplated by
clauses (4) and (5) above, Holders may not convert the Securities if the Holders
may participate in such distribution without converting their Securities. In the
event of a consolidation, merger or sale of all or substantially all of the
Company's assets as contemplated by clause (6) above, the Company will notify
Holders at least 20 days prior to the anticipated closing date of such
transaction (the "Merger Notice"). Once the Company has given the Merger Notice,
the Holders may, in the event of such consolidation, merger or sale of all or
substantially all of the Company's assets, surrender Securities for conversion
at any time from and after the date which is 15 days prior to the anticipated
closing date of such transaction until the date which is 15 days after the
actual closing date of such transaction.

         Subject to the provisions of the Indenture, the Holder of a Security is
entitled, at its option, to convert the principal amount of this Security (or
any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into Common Stock for the 5 Business Day period after any 5 consecutive
Trading Day period in which the average Trading Prices for the Securities for
such 5 Trading Day period was less than 95% of the average Conversion Value for
the Securities during such period; provided, however, if on the Conversion Date,
the Closing Price Per Share of Common Stock is greater than the then current
Conversion Price of the Securities and less than or equal to 110% of the then
current Conversion Price of the Securities, a Holder surrenders its Securities
for conversion and the Securities are not otherwise convertible, then such
Holder will receive, at the Company's option, cash, Common Stock or a
combination of cash and Common Stock with a value equal to the principal amount
of such Holder's Securities on such Conversion Date. The Trustee will determine
the average Trading Prices after being requested by the Company to do so as more
fully described in the Indenture. If the Company elects to pay the Holder in
Common Stock or in a combination of cash and Common Stock, the Common Stock will
be valued at 100% of the average Closing Price Per Share for the 5 Trading Days
ending on the third Trading Day preceding the Conversion Date.

         A Holder may convert this Security, subject to the terms and conditions
provided above and in the Indenture, at any time on or before the close of
business on the date of Maturity, or in case this Security or a portion hereof
is called for redemption or the Holder hereof has exercised his right to require
the Company to repurchase this Security, or such portion hereof, then in respect
of this Security until the Business Day immediately preceding, but (unless the
Company defaults in making the payment due upon redemption or repurchase, as the
case may be) not after, the close of business on the Business Day immediately
preceding the Redemption Date, Repurchase Date or Purchase Date as the case may
be, to convert this Security (or any portion of the principal amount hereof that
is an integral multiple of U.S. $1,000, provided that the unconverted portion of
such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in
excess thereof) into fully paid and nonassessable shares of Common Stock of the
Company at an initial Conversion Rate of 107.565 shares of Common Stock for each
U.S. $1,000 principal amount of Securities (or at the current


                                       23
<PAGE>

adjusted Conversion Rate if an adjustment has been made as provided in the
Indenture) by surrender of this Security, duly endorsed or assigned to the
Company or in blank, and in case such surrender shall be made during the period
from the close of business on any Liquidated Damages Record Date next preceding
any Liquidated Damages Payment Date to the opening of business on such
Liquidated Damages Payment Date (except if this Security or portion thereof has
been called for redemption on a Redemption Date or is repurchasable on a
Repurchase Date or Purchase Date occurring, in any such case, during such period
and, as a result, the right to convert this Security would otherwise terminate
in such period if not exercised), also accompanied by payment in New York
Clearing House or other funds acceptable to the Company of an amount equal to
the Liquidated Damages payable on such Liquidated Damages Payment Date on the
principal amount of this Security then being converted, and also together with
the conversion notice hereon duly executed, to the Company at the Corporate
Trust Office of the Trustee, or at such other office or agency of the Company,
subject to any laws or regulations applicable thereto and subject to the right
of the Company to terminate the appointment of any Conversion Agent (as defined
below) as may be designated by it for such purpose in the Borough of Manhattan,
The City of New York, or at such other offices or agencies as the Company may
designate (each a "Conversion Agent"); provided, further, that if this Security
or portion hereof has been called for redemption on a Redemption Date or is
repurchasable on a Repurchase Date or Purchase Date occurring, in any such case,
during the period from the close of business on any Liquidated Damages Record
Date next preceding any Liquidated Damages Payment Date to the opening of
business on such succeeding Liquidated Damages Payment Date, and as a result,
the right to convert this Security would otherwise terminate in such period if
not exercised and this Security is surrendered for conversion during such
period, then the Holder of this Security on such Liquidated Damages Record Date
will be entitled to receive the amount accruing hereon from the Liquidated
Damages Payment Date next preceding the date of such conversion to such
succeeding Liquidated Damages Payment Date and the Holder of this Security who
converts this Security or a portion hereof during such period shall not be
required to pay such amount upon surrender of this Security for conversion.
Subject to the provisions of the preceding sentence and, in the case of a
conversion after the close of business on the Liquidated Damages Record Date
next preceding any Liquidated Damages Payment Date and on or before the close of
business on such Liquidated Damages Payment Date, to the right of the Holder of
this Security (or any Predecessor Security of record as of such Liquidated
Damages Record Date) to receive the related installment of Liquidated Damages to
the extent and under the circumstances provided in the Indenture, no cash
payment or adjustment is to be made on conversion for Liquidated Damages, if
any, accrued hereon from the Liquidated Damage Payment Date next preceding the
date of conversion, or for dividends on the Common Stock issued on conversion
hereof. The Company shall thereafter deliver to the Holder the fixed number of
shares of Common Stock (together with any cash adjustment, as provided in the
Indenture) into which this Security is convertible and such delivery will be
deemed to satisfy the Company's obligation to pay the principal amount of this
Security. No fractions of shares or scrip representing fractions of shares will
be issued on conversion, but instead of any fractional interest (calculated to
the nearest 1/100th of a share) the Company shall pay a cash adjustment as
provided in the Indenture. The Conversion Rate is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party (other than a
consolidation or


                                       24
<PAGE>

merger that does not result in any reclassification, conversion, exchange or
cancellation of the Common Stock) or the conveyance, transfer, sale or lease of
all or substantially all of the property and assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities, so
that this Security, if then Outstanding, will be convertible thereafter, during
the period this Security shall be convertible as specified above, only into the
kind and amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, transfer, sale or lease by a holder of the
number of shares of Common Stock of the Company into which this Security could
have been converted immediately prior to such consolidation, merger, conveyance,
transfer, sale or lease (assuming such holder of Common Stock is not a
Constituent Person or an Affiliate of a Constituent Person, failed to exercise
any rights of election and received per share the kind and amount received per
share by a plurality of Non-electing Shares). No adjustment in the Conversion
Rate will be made until such adjustment would require an increase or decrease of
at least one percent of such rate, provided that any adjustment that would
otherwise be made will be carried forward and taken into account in the
computation of any subsequent adjustment.

         If this Security is a Registrable Security (as defined in the
Indenture), then the Holder of this Security [IF THIS SECURITY IS A GLOBAL
SECURITY, THEN INSERT -- (including any Person that has a beneficial interest in
this Security)] and the Common Stock of the Company issuable upon conversion
hereof is entitled to the benefits of a Registration Rights Agreement, dated as
of June 17, 2003, executed by the Company (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed for the
benefit of the Holders from time to time of the Registrable Securities that it
will, at its expense, (a) within 90 days after the Issue Date file a shelf
registration statement (the "Shelf Registration Statement") with the Commission
with respect to resales of the Registrable Securities, (b) use its best efforts
to cause such Shelf Registration Statement to be declared effective by the
Commission within 180 days after the Issue Date of the Securities, provided,
however, that the Company may, upon written notice to all the Holders, postpone
having the Shelf Registration Statement filed and/or declared effective for a
reasonable period not to exceed 90 days if the Company possesses material
non-public information, the disclosure of which would have a material adverse
effect on the Company and its subsidiaries taken as a whole, and (c) use its
reasonable efforts to maintain such Shelf Registration Statement effective under
the Securities Act of 1933, as amended, until the second annual anniversary of
the effectiveness of the Shelf Registration Statement or, such earlier date as
provided in the Registration Rights Agreement (the "Effectiveness Period"). The
Company will be permitted to suspend the use of the prospectus that is part of
the Shelf Registration Statement during certain periods of time as provided in
the Registration Rights Agreement.

         If (i) on or prior to 90 days following the Issue Date (as extended
pursuant to the provision described in the preceding paragraph), a Shelf
Registration Statement has not been filed with the Commission, or (ii) on or
prior to the 180th day following the Issue Date (as extended pursuant to the
provision described in the preceding paragraph), such Shelf Registration
Statement is not declared effective (each, a "Registration Default"), liquidated
damages ("Liquidated Damages") will accrue on this Restricted Security from and
including the day following such Registration Default to but excluding the day
on which such Registration Default has been cured. Liquidated Damages will


                                       25
<PAGE>

be paid semi-annually in arrears, with the first semi-annual payment due on the
first Liquidated Damages Payment Date, as applicable, in respect of the
Restricted Securities following the date on which such Liquidated Damages begin
to accrue, and will accrue at a rate per annum equal to one-quarter of one
percent (0.25%) of the principal amount of the Restricted Securities to and
including the 90th day following such Registration Default and at a rate per
annum equal to one-half of one percent (0.50%) thereof from and after the 91st
day following such Registration Default. Pursuant to the Registration Rights
Agreement, in the event that the Shelf Registration Statement ceases to be
effective (or the Holders of Registrable Securities are otherwise prevented or
restricted by the Company from effecting sales pursuant thereto) (an "Effective
Failure") during the Effectiveness Period for more than 30 days, whether or not
consecutive, during any 90-day period or for more than 90 days, whether or not
consecutive, during any 365-day period, then Liquidated Damages will accrue at a
rate per annum equal to one-half of one percent (0.50%) of the principal amount
of Restricted Securities from the 31st day of the applicable 90-day period or
the 91st day of the applicable 365-day period until the earlier of (A) such time
as the Effective Failure is cured or (B) the Effectiveness Period expires.

         [If this Security is a Registrable Security and the Holder of this
Security [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (including any
Person that has a beneficial interest in this Security)] elects to sell this
Security pursuant to the Shelf Registration Statement then, by its acceptance
hereof, such Holder of this Security agrees to be bound by the terms of the
Registration Rights Agreement relating to the Registrable Securities which are
the subject of such election.]

         If a Change in Control occurs, the Holder of this Security, at the
Holder's option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Security (or any portion of
the principal amount hereof that is at least U.S. $1,000 or an integral multiple
of U.S. $1,000 in excess thereof, provided that the portion of the principal
amount of this Security to be Outstanding after such repurchase is at least
equal to U.S. $1,000) for cash at a Repurchase Price equal to 100% of the
principal amount thereof plus Liquidated Damages, if any, accrued to but
excluding the Repurchase Date. At the option of the Company, the Repurchase
Price may be paid in cash or, subject to the conditions provided in the
Indenture, by delivery of shares of Common Stock having a fair market value
equal to the Repurchase Price. For purposes of this paragraph, the fair market
value of shares of Common Stock shall be determined by the Company and shall be
equal to 95% of the average of the Closing Prices Per Share for the 5
consecutive Trading Days immediately preceding and including the third Trading
Day prior to the Repurchase Date.

         Whenever in this Security there is a reference, in any context, to the
principal of any Security as of any time, such reference shall be deemed to
include reference to the Repurchase Price payable in respect of such Security to
the extent that such Repurchase Price is, was or would be so payable at such
time, and express mention of the Repurchase Price in any provision of this
Security shall not be construed as excluding the Repurchase Price so payable in
those provisions of this Security when such express mention is not made;
provided, however, that, for the purposes of the [second]


                                       26
<PAGE>

succeeding paragraph, such reference shall be deemed to include reference to the
Repurchase Price only to the extent the Repurchase Price is payable in cash.

         [THE FOLLOWING PARAGRAPH SHALL APPEAR IN EACH GLOBAL SECURITY:

         In the event of a deposit or withdrawal of an interest in this
Security, including an exchange, transfer, redemption, 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 Applicable Procedures.]

         [THE FOLLOWING PARAGRAPH SHALL APPEAR IN EACH SECURITY THAT IS NOT A
GLOBAL SECURITY:

         In the event of redemption, repurchase or conversion of this Security
in part only, a new Security or Securities for the unredeemed, unrepurchased or
unconverted portion hereof will be issued in the name of the Holder hereof.]

         The indebtedness evidenced by this Security is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company, and this
Security is issued subject to such provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes.

         If an Event of Default shall occur and be continuing, the principal of
all the Securities, together with Liquidated Damages, if any, to the date of
declaration, may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable, together with Liquidated Damages, if any, to the date
of declaration, all of the Company's obligations in respect of the payment of
the principal of and Liquidated Damages on the Securities shall terminate.

         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 either (a) the written consent of
the Holders of not less than a majority in principal amount of the Securities at
the time Outstanding, or (b) by the adoption of a resolution, at a meeting of
Holders of the Outstanding Securities at which a quorum is present, by the
Holders of at least 66 2/3% in aggregate principal amount of the Outstanding
Securities represented and entitled to vote at such meeting. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities at the time Outstanding, 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


                                       27
<PAGE>

any Security issued in exchange therefore or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security or such other
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, the Holders of not
less than 25% in 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 and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Securities Outstanding 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 principal hereof, premium if any, or Liquidated Damages, if
any, hereon on or after the respective due dates expressed herein or for the
enforcement of the right to convert this Security as provided in the Indenture.

         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 of, premium, if any, and
Liquidated Damages, if any, on this Security at the times, places and rate, and
in the coin or currency, herein prescribed or to convert this Security as
provided in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable on the Security Register
upon surrender of this Security for registration of transfer at the Corporate
Trust Office of the Trustee or at such other office or agency of the Company as
may be designated by it for such purpose in the Borough of Manhattan, The City
of New York (which shall initially be an office or agency of the Trustee), or at
such other offices or agencies as the Company may designate, 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 thereof 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 by the Registrar. 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 recover any tax or other
governmental charge payable in connection therewith.

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

         No recourse for the payment of the principal, premium, if any or
Liquidated Damages, if any, on this Security and no recourse under or upon any
obligation, covenant or agreement of the


                                       28
<PAGE>

Company in the Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, agent, officer or
director or subsidiary, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of consideration for the
issue hereof, expressly waived and released.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

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



                                       29
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Security, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>       <C>                                        <C>                               <C>
TEN COM    as tenant in common                         UNIF GIFT MIN ACT                  ____ Custodian ____
TEN ENT    as tenants by the entireties (Cust)                                           (Cust)         (Minor)
JT TEN     as joint tenants with right of                                                under Uniform Gifts to
           survivorship and not as tenants in common                                     Minors Act _____
                                                                                                   (State)

</TABLE>
     Additional abbreviations may also be used though not in the above list.



                                       30
<PAGE>




                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

         (1) Pursuant to Section 14.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

         (2) The undersigned hereby directs the Trustee or the Company to pay it
or ______________ an amount in cash or, at the Company's election, Common Stock
valued as set forth in the Indenture, equal to 100% of the principal amount to
be repurchased (as set forth below), plus accrued and unpaid Liquidated Damages,
if any, to, but excluding, the Repurchase Date, as provided in the Indenture.

Dated:

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

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

Signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.


-------------------------------------
Signature Guaranteed

Principal amount to be repurchased (at least
U.S. $1,000 or an integral multiple of U.S. $1,000
in excess thereof):  ___________________

Remaining principal amount following such
repurchase (not less than U.S. $1,000):
______________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

SECTION 2.3 Form of Certificate of Authentication.
            -------------------------------------

         The Trustee's certificate of authentication shall be in substantially
the following form:

         This is one of the Securities referred to in the within-mentioned
Indenture.



                                       31
<PAGE>

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


                           -------------------------------------
                           as Trustee

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

SECTION 2.4 Form of Conversion Notice.
            -------------------------

                                CONVERSION NOTICE
                                -----------------

         The undersigned Holder of this Security hereby irrevocably exercises
the option to convert this Security, or any portion of the principal amount
hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess
thereof, provided that the unconverted portion of such principal amount is U.S.
$1,000 or any integral multiple of U.S. $1,000 in excess thereof) below
designated, into shares of Common Stock in accordance with the terms of the
Indenture referred to in this Security, and directs that such shares, together
with a check in payment for any fractional share and any Securities representing
any unconverted principal amount hereof, be delivered to and be registered in
the name of the undersigned unless a different name has been indicated below. If
shares of Common Stock or Securities are to be registered in the name of a
Person other than the undersigned, (a) the undersigned will pay all transfer
taxes payable with respect thereto and (b) signature(s) must be guaranteed by an
Eligible Guarantor Institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934. Any amount required to be paid by the undersigned on account of interest
accompanies this Security.

Dated:
      ----------------              --------------------------------------------
                                                   Signature(s)

If shares or Securities are to be registered in the name of a Person other than
the Holder, please print such Person's name and address:


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

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

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

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


                                       32
<PAGE>

Social Security or other Identification
Number, if any


-------------------------------------
Signature Guaranteed

If only a portion of the Securities is to be converted, please indicate:

1.       Principal amount to be converted: U.S. $ ___________

2.       Principal amount and denomination of Securities
         representing unconverted principal amount to be issued:

         Amount: U.S. $___________          Denominations: U.S. $____________

(U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, provided
that the unconverted portion of such principal amount is U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof)

SECTION 2.5 Form of Assignment.
            ------------------

                                   ASSIGNMENT
                                   ----------

         For value received ________________ hereby sell(s), assign(s) and
transfer(s) unto ________________ (Please insert social security or other
identifying number of assignee) the within Security, and hereby irrevocably
constitutes and appoints ____________________as attorney to transfer the said
Security on the books of the Company, with full power of substitution in the
premises.

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


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

                                    Signature(s) must be guaranteed by an
                                    Eligible Guarantor Institution with
                                    membership in an approved signature
                                    guarantee program pursuant to Rule 17Ad - 15
                                    under the Securities Exchange Act of 1934.


                                    --------------------------------------------
                                    Signature Guaranteed



                                       33
<PAGE>

                                  ARTICLE III
                                 THE SECURITIES

SECTION 3.1 Title and Terms.
            ---------------

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to U.S. $100,000,000 (or
$110,000,000 if the option set forth in Section 2 of the Purchase Agreement is
exercised in full (the "Initial Purchaser Option")), except for Securities
authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or
14.3(5) in exchange for, or in lieu of, other Securities previously
authenticated and delivered under this Indenture.

         (1) The Securities shall be known and designated as the "Zero Coupon
Convertible Subordinated Notes due July 1, 2010" of the Company. Their Stated
Maturity shall be July 1, 2010 and they shall not bear interest; provided,
however, that payments shall only be made on a Business Day as provided in
Section 1.12.

         The principal of, premium, if any, and Liquidated Damages, if any, on
the Securities shall be payable as provided in the form of Securities set forth
in Section 2.2, and the Repurchase Price, whether payable in cash or in shares
of Common Stock, shall be payable at such places as are identified in the
Company Notice given pursuant to Section 14.3 (any city in which any Paying
Agent is located being herein called a "Place of Payment").

         The Registrable Securities are entitled to the benefits of a
Registration Rights Agreement as provided in Section 10.11 and in the form of
Security set forth in Section 2.2. The Securities are entitled to the payment of
Liquidated Damages as provided by Section 10.11.

         The Securities are redeemable at the option of the Company at any time
on or after July 1, 2008, in whole or in part, subject to the conditions and as
otherwise provided in Article XI and in the form of Security, set forth in
Section 2.2.

         The Securities shall be convertible as provided in Article XII (any
city in which any Conversion Agent is located being herein called a "Place of
Conversion").

         The Securities shall be subordinated in right of payment to Senior Debt
of the Company as provided in Article XIII.

         The Securities shall be subject to repurchase by the Company at the
option of the Holders as provided in Article XIV.


                                       34
<PAGE>


SECTION 3.2 Denominations.
            -------------

         The Securities shall be issuable only in registered form, without
coupons, in denominations of U.S. $1,000 and integral multiples of U.S. $1,000
in excess thereof.

SECTION 3.3 Execution, Authentication, Delivery and Dating.
            ----------------------------------------------

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its President, its Chief Financial Officer, one of its Executive Vice
Presidents, one of its Senior Vice Presidents or one of its Vice Presidents, and
attested by its Chief Financial Officer, Secretary or one of its Assistant
Secretaries. Any such signature may be manual or facsimile.

         Securities bearing the manual or facsimile signature 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 or to its order for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as in this Indenture provided.

         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 of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION 3.4 Global Securities; Non-global Securities; Book-entry Provisions.
            ---------------------------------------------------------------

         (1) Global Securities.

                  (i) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

                  (ii) Except for exchanges of Global Securities for definitive,
Non-global Securities at the sole discretion of the Company, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be



                                       35
<PAGE>

registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered as such under the
Exchange Act or announces an intention permanently to cease business or does in
fact do so or (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security. In such event, if a successor
Depositary for such Global Security is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of an
Officers' Certificate directing the authentication and delivery of Securities,
will authenticate and deliver, Securities, in any authorized denominations in an
aggregate principal amount equal to the principal amount of such Global Security
in exchange for such Global Security.

                  (iii) If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation, as provided in this Article III. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, in each case, as provided in Section 3.5, then either (A) such Global
Security shall be so surrendered for exchange or cancellation, as provided in
this Article III, or (B) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Trustee, as Security
Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security, the Trustee shall, subject to Section 3.5(3) and as
otherwise provided in this Article III, authenticate and deliver any Securities
issuable in exchange for such Global Security (or any portion thereof) to or
upon the order of, and registered in such names as may be directed by, the
Depositary or its authorized representative. Upon the request of the Trustee in
connection with the occurrence of any of the events specified in the preceding
paragraph, the Company shall promptly make available to the Trustee a reasonable
supply of Securities that are not in the form of Global Securities. The Trustee
shall be entitled to rely upon any order, direction or request of the Depositary
or its authorized representative which is given or made pursuant to this Article
III if such order, direction or request is given or made in accordance with the
Applicable Procedures.

                  (iv) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article III or otherwise, shall
be authenticated and delivered in the form of, and shall be, a registered Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof, in which case such
Security shall be authenticated and delivered in definitive, fully registered
form, without interest coupons.



                                       36
<PAGE>

                  (v) The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members and
such owners of beneficial interests in a Global Security will not be considered
the owners or holders thereof.

         (2) Non-global Securities. Securities issued upon the events described
in Section 3.4(l)(ii) shall be in definitive, fully registered form, without
interest coupons, and shall bear the Restricted Securities Legend if and as
required by this Indenture.

SECTION 3.5 Registration; Registration of Transfer and Exchange; Restrictions on
            -------------------------------------------------------------------
Transfer.
--------

         (1) The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office 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"
for the purpose of registering Securities and transfers and exchanges 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 10.2 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 bearing such restrictive legends as may be required by this
Indenture.

         At the option of the Holder, and subject to the other provisions of
this Section 3.5, Securities may be exchanged for other Securities of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, and subject to the other provisions
of this Section 3.5, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is
entitled to receive. Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.

         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.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities except as provided in Section 3.6, but the
Company may require payment of a sum


                                       37
<PAGE>

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 3.4, 8.5, 12.2 or 14.3 (other than where the
shares of Common Stock are to be issued or delivered in a name other than that
of the Holder of the Security) not involving any transfer and other than any
stamp and other duties, if any, which may be imposed in connection with any such
transfer or exchange by the United States or any political subdivision thereof
or therein, which shall be paid by the Company.

         In the event of a redemption of the Securities, neither the Company nor
the Securities Registrar will be required (a) to register the transfer of or
exchange Securities for a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Securities called for such
redemption or (b) to register the transfer of or exchange any Security, or
portion thereof, called for redemption.

         (2) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.5(2) shall be made only in accordance with this Section
3.5(2).

                  (i) Restricted Global Security to Restricted Non-global
Security. In the event that Non-global Securities are to be issued pursuant to
Section 3.4(1)(ii) in connection with any transfer of Securities, such transfer
may be effected only in accordance with the provisions of this Clause (2)(i) and
subject to the Applicable Procedures. Upon receipt by the Trustee, as Security
Registrar, of (A) a Company Order from the Company directing the Trustee, as
Security Registrar, to (x) authenticate and deliver one or more Securities of
the same aggregate principal amount as the beneficial interest in the Restricted
Global Security to be transferred, such instructions to contain the name or
names of the designated transferee or transferees, the authorized denomination
or denominations of the Securities to be so issued and appropriate delivery
instructions and (y) decrease the beneficial interest of a specified Agent
Member's account in a Restricted Global Security by a specified principal amount
not greater than the principal amount of such Restricted Global Security, and
(B) such other certifications, legal opinions or other information as the
Company or the 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, then the Trustee, as
Security Registrar, shall decrease the principal amount of the Restricted Global
Security by the specified amount and authenticate and deliver Securities in
accordance with such instructions from the Company as provided in Section
3.4(1)(iii).

                  (ii) Restricted Non-global Security to Restricted Global
Security. If the Holder of a Restricted Security (other than a Global Security)
wishes at any time to transfer all or any portion of such Restricted Security to
a Person who wishes to take delivery thereof in the form of a beneficial
interest in the Restricted Global Security, such transfer may be effected only
in accordance with the provisions of this Clause (2)(ii) and subject to the
Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of
such Restricted Security as provided in Section 3.5(1) and instructions from the
Company directing that a beneficial interest in the


                                       38
<PAGE>

Restricted Global Security in a specified principal amount not greater than the
principal amount of such Security be credited to a specified Agent Member's
account, then the Trustee, as Security Registrar, shall cancel such Restricted
Security (and issue a new Restricted Security in respect of any untransferred
portion thereof) as provided in Section 3.5(1) and increase the principal amount
of the Restricted Global Security by the specified principal amount as provided
in Section 3.4(1)(iii).

                  (iii) Exchanges Between Global Security and Non-global
Security. A beneficial interest in a Global Security may be exchanged for a
Security that is not a Global Security only as provided in Section 3.4 or only
if such exchange occurs in connection with a transfer effected in accordance
with Clause 2(i) above, provided that, if such interest is a beneficial interest
in the Restricted Global Security, then such interest shall be exchanged for a
Restricted Security (subject in each case to Section 3.5(3)). A Security that is
not a Global Security may be exchanged for a beneficial interest in a Global
Security only if such exchange occurs in connection with a transfer effected in
accordance with Clause (2)(ii) above.

         (3) Securities Act Legends. All Securities issued pursuant to this
Indenture, and all Successor Securities, shall bear the Restricted Securities
Legend and shall be subject to the restrictions on transfer specified therein,
subject to the following:

                  (i) subject to the following Clauses of this Section 3.5(3), a
Security or any portion thereof that is exchanged, upon transfer or otherwise,
for a Global Security or any portion thereof shall bear the Restricted
Securities Legend borne by such Global Security for which the Security was
exchanged;

                  (ii) subject to the following Clauses of this Section 3.5(3),
a new Security that is not a Global Security and is issued in exchange for
another Security (including a Global Security) or any portion thereof, upon
transfer or otherwise, shall bear the Restricted Securities Legend borne by the
Security for which the new Security was exchanged;

                  (iii) any Securities that are sold or otherwise disposed of
pursuant to an effective registration statement under the Securities Act
(including the Shelf Registration Statement), together with their Successor
Securities shall not bear a Restricted Securities Legend; the Company shall
inform the Trustee in writing of the effective date of any such registration
statement registering the Securities under the Securities Act and shall notify
the Trustee at any time when prospectuses must be delivered with respect to
Securities to be sold pursuant to such registration statement. 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 registration statement;

                  (iv) at any time after the Securities may be freely
transferred without registration under the Securities Act or without being
subject to transfer restrictions pursuant to the Securities Act, a new Security
that does not bear a Restricted Securities Legend may be issued in exchange for
or in lieu of a Security (other than a Global Security) or any portion thereof
that bears such a legend if the Trustee has received an Unrestricted Securities
Certificate, satisfactory to the Trustee and duly executed by the Holder of such
Security bearing a Restricted Securities Legend or his attorney duly


                                       39
<PAGE>

authorized in writing, and after such date and receipt of such certificate, the
Trustee shall authenticate and deliver such new Security in exchange for or in
lieu of such other Security as provided in this Article III;

                  (v) a new Security that does not bear a Restricted Securities
Legend may be issued in exchange for or in lieu of a Security or any portion
thereof that bears such a legend if, in the Company's judgment, placing such a
legend upon such new Security is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Trustee, at the
direction of the Company, shall authenticate and deliver such a new Security as
provided in this Article III; and

                  (vi) notwithstanding the foregoing provisions of this Section
3.5(3), a Successor Security of a Security that does not bear a Restricted
Securities Legend shall not bear such legend unless the Company has reasonable
cause to believe that such Successor Security is a "restricted security" within
the meaning of Rule 144, in which case the Trustee, at the direction of the
Company, shall authenticate and deliver a new Security bearing a Restricted
Securities Legend in exchange for such Successor Security as provided in this
Article III.

         (4) Any stock certificate representing shares of Common Stock issued
upon conversion of the Securities shall bear the Restricted Securities Legend
borne by such Securities, to the extent required by this Indenture, unless such
shares of Common Stock have been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and that continues to be
effective at the time of such transfer) or sold pursuant to Rule 144(k) of the
Securities Act, or unless otherwise agreed by the Company in writing with
written notice thereof to the transfer agent for the Common Stock. With respect
to the transfer of shares of Common Stock issued upon conversion of the
Securities that are restricted hereunder, any deliveries of certificates, legal
opinions or other instruments that would be required to be made to the Security
Registrar in the case of a transfer of Securities, as described above, shall
instead be made to the transfer agent for the Common Stock.

         (5) Neither the Trustee, the Paying Agent nor any of their 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 3.6 Mutilated, Destroyed, Lost or 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 be delivered to the Company and to the Trustee:

         (1) evidence to their satisfaction of the destruction, loss or theft of
any Security, and

                                       40
<PAGE>

         (2) such security or indemnity as may be satisfactory to the Company
and the Trustee to save each of them and any agent of either of them harmless,
then, in the absence of actual 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.

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

         Upon the issuance of any new Security under this Section 3.6, 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 (other than any
stamp and other duties, if any, which may be imposed in connection therewith by
the United States or any political subdivision thereof or therein, which shall
be paid by the Company) and any other expenses (including the fees and expenses
of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

         The provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies of any Holder with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7 Reserved.
            --------

SECTION 3.8 Persons Deemed Owners.
            ---------------------

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, any Paying Agent and any agent of the Company, the
Trustee or any Paying Agent may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and Liquidated Damages, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee, any Paying Agent nor any agent of the
Company, the Trustee or any Paying Agent shall be affected by notice to the
contrary.



                                       41
<PAGE>

SECTION 3.9 Cancellation.
            ------------

         All Securities surrendered for payment, repurchase, registration of
transfer or exchange or conversion shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee. All Securities so delivered to
the Trustee shall be canceled promptly by the Trustee (or its agent). No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 3.9. The Trustee shall dispose of all
canceled Securities in accordance with applicable law and its customary
practices in effect from time to time.

SECTION 3.10 Computation of Liquidated Damages.
             ---------------------------------

         Liquidated Damages on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months.

SECTION 3.11 CUSIP Numbers.
             -------------

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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture.
            ---------------------------------------

         This Indenture shall upon Company Request cease to be of further
effect, and the Trustee, at the expense of the Company, shall execute proper
instruments in form and substance satisfactory to the Trustee acknowledging
satisfaction and discharge of this Indenture, when

         (1) either

                  (i) all Securities theretofore authenticated and delivered
(other than (A) Securities which have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 3.6 and (B) Securities for
whose payment money has theretofore been deposited 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 10.3) have been delivered to the Trustee
for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
Trustee or its agent for cancellation (other than Securities referred to in
clauses (A) and (B) of clause (1)(i) above)



                                       42
<PAGE>

                  (a) have become due and payable, or

                  (b) will have become due and payable at their Stated Maturity
within one year, or

                  (c) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name and at the expense of the Company, and the Company,
in the case of clause (i) or (ii) above, has deposited or caused to be deposited
with the Trustee as trust funds (immediately available to the Holders in the
case of clause (a)) in trust for the purpose an amount in cash sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal, premium, if any, and
Liquidated Damages, if any) to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, any
surviving rights of conversion, or registration of transfer or exchange, or
replacement of Securities expressly provided for herein or in the form of
Securities set forth in Section 2.2, the obligations of the Company to the
Trustee under Section 6.7, the obligations of the Company to any Authenticating
Agent under Section 6.12, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 and the obligations of the Company and the
Trustee under Section 3.5 and Article XII shall survive. Funds held in trust
pursuant to this Section are not subject to the provisions of Article XIII.

SECTION 4.2 Application of Trust Money.
            --------------------------

         Subject to the provisions of the last paragraph of Section 10.3, all
money or property deposited with the Trustee pursuant to Section 4.1 and in
accordance with the provisions of Article XIII shall be held in trust for the
sole benefit of the Holders and not be subject to the subordination provisions
of Article XIII, and such monies shall be applied by the Trustee, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent, to the Persons entitled thereto, of the
principal, premium, if any and Liquidated Damages, if any for whose payment such
money has been deposited with the Trustee.

         All money or property deposited with the Trustee pursuant to Section
4.1 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted shall be returned to the Company upon Company Request.



                                       43
<PAGE>

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against all money deposited with the Trustee
pursuant to Section 4.1 (other than income taxes and franchise taxes incurred or
payable by the Trustee and such other taxes, fees or charges incurred or payable
by the Trustee that are not directly the result of the deposit of such money
with the Trustee).

                                   ARTICLE V
                                    REMEDIES

SECTION 5.1 Events of Default.
            -----------------

         "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article XIII or 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):

         (1) default in the payment of the principal on any Security at its
Maturity (including any Redemption Price, Repurchase Price or Purchase Price),
whether or not such payment is prohibited by the subordination provisions of the
Securities or of this Indenture; or

         (2) default in the payment of any Liquidated Damages upon any Security
when it becomes due and payable, and continuance of such default for a period of
30 days, whether or not such payment is prohibited by the subordination
provisions of the Securities or of this Indenture; or

         (3) failure by the Company to give a Company Notice in accordance with
Section 14.3 or to consummate a repurchase of its Securities upon a Change in
Control offer to purchase, whether or not such Company Notice is prohibited by
the subordination provisions of the Securities or the Indenture; or

         (4) default in the performance of any covenant of the Company in this
Indenture (other than a covenant a default in the performance of which is
specifically dealt with elsewhere in this Section), 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 principal amount of the Outstanding Securities
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

         (5) any indebtedness under any bonds, debentures, notes or other
evidences of indebtedness for money borrowed (or guarantee thereof) by the
Company or any Significant Subsidiary or under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or any Significant
Subsidiary (an "Instrument") with an aggregate principal amount in excess of
U.S. $25,000,000, whether such indebtedness now exists or shall hereafter be
created, is not paid at final


                                       44
<PAGE>

maturity under any Instrument (either at its stated maturity or upon
acceleration thereof), and such indebtedness is not discharged, or such
acceleration is not rescinded or annulled, within a period of 30 days after
there shall have 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
principal amount of the Outstanding Securities a written notice specifying such
default and requiring the Company to cause such indebtedness to be discharged or
cause such default to be cured or waived or such acceleration to be rescinded or
annulled and stating that such notice is a "Notice of Default" hereunder; or

         (6) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or any Significant Subsidiary a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Significant Subsidiary or of any
substantial part of the property of either, or ordering the winding up or
liquidation of the affairs of either of them, 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

         (7) the commencement by the Company or any Significant Subsidiary 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 either
to the entry of a decree or order for relief in respect of the Company or such
Significant Subsidiary 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
the Company or any Significant Subsidiary, or the filing by either of a petition
or answer or consent seeking reorganization or similar relief under any
applicable Federal or State law, or the consent by either 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 any Significant Subsidiary or of any substantial part of the property
of either, or the making by the Company or any Significant Subsidiary of an
assignment for the benefit of creditors, or the admission by the Company or any
Significant Subsidiary in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company or any
Significant Subsidiary in furtherance of any such action.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.
            --------------------------------------------------

         If an Event of Default (other than an Event of Default specified in
Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuing
with respect to the Company, then in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities may,
subject to the provisions of Article XIII, declare the principal of all the
Securities to



                                       45
<PAGE>

be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration such
principal shall become immediately due and payable. If an Event of Default
specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the
principal of all the Securities shall, subject to the provisions of Article
XIII, ipso facto become immediately due and payable without any declaration or
other Act of the Holders or any act on the part of the Trustee.

         At any time after such 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 V provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may, on behalf of all Holders, rescind and annul such
declaration and its consequences if:

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

                  (i) the principal of and Liquidated Damages, if any, on any
Securities that have become due otherwise than by such declaration of
acceleration, and

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

         (2) all Events of Default, other than the nonpayment of the principal
of on Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13; and

         (3) such rescission and annulment would not conflict with any judgment
or decree issued in appropriate judicial proceedings regarding the payment by
the Trustee to the Holders of the amounts referred to in 5.2(1).

         No rescission or annulment referred to above shall affect any
subsequent default or impair any right consequent thereon.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.
            ---------------------------------------------------------------

         The Company covenants that if:

         (1) default is made in the payment of any Liquidated Damages on any
Security when it becomes due and payable and such default continues for a period
of 30 days, or

         (2) default is made in the payment of the principal of any Security at
the Maturity thereof,

the Company will, upon demand of the Trustee but subject to the provisions of
Article XIII pay to it, for the benefit of the Holders of such Securities the
whole amount then due and payable on such



                                       46
<PAGE>

Securities for principal, Liquidated Damages, if any, and such further amount as
shall be sufficient to cover the reasonable costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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

SECTION 5.4 Trustee May File Proofs of Claim.
            --------------------------------

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

         (1) to file and prove a claim for the whole amount of principal,
premium, if any, and Liquidated Damages, if any, owing and unpaid in respect of
the Securities and take such other actions, including participating as a member,
voting or otherwise, of any official committee of creditors appointed in such
matter, and to file such other papers or documents, in each of the foregoing
cases, as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders of Securities allowed in such judicial proceeding, and

         (2) to collect and receive any moneys or other property payable or
deliverable on any such claim 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 of
Securities 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 of
Securities to pay to the Trustee any amount due to 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 6.7.



                                       47
<PAGE>

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
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 of a Security in any such proceeding;
provided, however, that the Trustee may, on behalf of such Holders, vote for the
election of a trustee in bankruptcy or similar official.

SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.
            -----------------------------------------------------------

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

SECTION 5.6 Application of Money Collected.
            ------------------------------

         Subject to Article XIII, any money or property collected by the Trustee
pursuant to this Article V shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, premium, if any, or Liquidated Damages, if any, 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 6.7;

         SECOND: To the payment of the amounts then due and unpaid for principal
of, premium, if any, or Liquidated Damages, if any, on the Securities in respect
of which or for the benefit of which such money or property has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal, premium, if any, and
Liquidated Damages, if any, respectively;

         THIRD: To such other Person or Persons, if any, to the extent entitled
thereto; and

         FOURTH: Any remaining amounts shall be repaid to the Company.



                                       48
<PAGE>

SECTION 5.7 Limitation on Suits.
            -------------------

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

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

         (2) the Holders of not less than 25% in 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;

         (3) such Holder or Holders have offered to the Trustee, and if
requested, shall have provided, reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request;


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

         (5) no direction inconsistent with such written request has been given
to the Trustee during such 60 day period by the Holders of a majority in
principal amount of the Outstanding Securities, it being understood and intended
that no one or more of such Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and
            ----------------------------------------------------------------
            Liquidated Damages and to Convert.
            ---------------------------------

         Notwithstanding any other provision in this Indenture, but subject to
the provisions of Article XIII, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and Liquidated Damages, if any on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date, Repurchase Date or Purchase
Date, as the case may be), and to convert such Security in accordance with
Article XII, and to institute suit for the enforcement of any such payment and
right to convert, and such rights shall not be impaired without the consent of
such Holder.

                                       49
<PAGE>

SECTION 5.9 Restoration of Rights and Remedies.
            ----------------------------------

         If the Trustee or any Holder of a Security 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 of Securities shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and such 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 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities 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 any
acquiescence therein. Every right and remedy given by this Article V or by law
to the Trustee or to the Holders of Securities may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or (subject to the
limitations contained in this Indenture) by the Holders of Securities as the
case may be.

SECTION 5.12 Control by Holders of Securities.
             --------------------------------

         Subject to Section 6.3, 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

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

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

         (3) the Trustee need not take any action that might involve it in
personal liability or be unjustly prejudicial to the Holders of Securities not
consenting.



                                       50
<PAGE>

SECTION 5.13 Waiver of Past Defaults.
             -----------------------

         The Holders, either (i) through the written consent of not less than a
majority in principal amount of the Outstanding Securities or (ii) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least 66 2/3% in principal
amount of the Outstanding Securities represented at such meeting, may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (A) in the payment of the principal of, premium,
if any, or Liquidated Damages, if any, on any Security, or (B) in respect of a
covenant or provision hereof which under Article VIII 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.
             ---------------------

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 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 of
any Security for the enforcement of the payment of the principal of, premium, if
any, or Liquidated Damages, if any, on any Security on or after the respective
Stated Maturity or Liquidated Damages Payment Date expressed in such Security
(or, in the case of redemption or repurchase, on or after the Redemption Date,
Repurchase Date or Purchase Date, as the case may be) or for the enforcement of
the right to convert any Security in accordance with Article XII.

SECTION 5.15 Waiver of Stay, Usury 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, usury or extension law wherever
enacted, now or at any time hereafter in force, that 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 by reason of such law 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.



                                       51
<PAGE>

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 6.1 Certain Duties and Responsibilities.
            -----------------------------------

         (1) Except during the continuance of an Event of Default,

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

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

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

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

                  (i) this paragraph (3) shall not be construed to limit the
effect of paragraph (1) of this Section;

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

                  (iii) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture; and

                  (iv) 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, if it shall have reasonable grounds for


                                       52
<PAGE>

believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

         (4) 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 6.2 Notice of Defaults.
            ------------------

         Within 90 days after the occurrence of any default hereunder as to
which the Trustee has received written notice, the Trustee shall give to all
Holders of Securities, in the manner provided in Section 1.6, notice of such
default, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of,
premium, if any, or Liquidated Damages, if any, on any Security the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders; and provided,
further, that in the case of any default of the character specified in Section
5.1(4), no such notice to Holders of Securities shall be given until at least 60
days after the occurrence thereof or, if applicable, the cure period specified
therein. For the purpose of this Section, the term "default" means any event
that is, or after notice or lapse of time or both would become, an Event of
Default.

SECTION 6.3 Certain Rights of Trustee.
            -------------------------

         Subject to the provisions of Section 6.1:

         (1) the Trustee may rely, and shall be protected in acting or
refraining from acting, upon any resolution, Officers' Certificate, other
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon, other evidence of indebtedness or
other paper or document (collectively, the "Documents") believed by it to be
genuine and to have been signed or presented by the proper party or parties, and
the Trustee need not investigate any fact or matter stated in such Documents;

         (2) 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 shall be sufficiently evidenced by a Board Resolution;

         (3) 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 the one specifically prescribed) may, in the absence of bad faith on its
part, request and rely upon an Officers' Certificate or Opinion of Counsel;



                                       53
<PAGE>

         (4) 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;

         (5) 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 of Securities pursuant to this Indenture, unless such Holders
shall have offered, and, if requested by the Trustee, delivered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

         (6) 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, coupon, other evidence of indebtedness or other paper or document, but the
Trustee 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; and

         (7) 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 misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.
            ------------------------------------------------------

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

SECTION 6.5 May Hold Securities, Act as Trustee under Other Indentures.
            ----------------------------------------------------------

         The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Conversion Agent or such other agent.

         The Trustee may become and act as trustee under other indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding in the same manner as if it were not
Trustee hereunder.



                                       54
<PAGE>

SECTION 6.6 Money Held in Trust.
            -------------------

         Money or property 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 6.7 Compensation and Reimbursement.
            ------------------------------

         The Company agrees:

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

         (2) 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 (including costs and expenses of enforcing this
Indenture and defending itself against any claim (whether asserted by the
Company, any Holder of Securities or any other Person) or liability in
connection with the exercise of any of its powers or duties hereunder) 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
negligence or bad faith; and

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

         To secure the Company's payment obligations to the Trustee in this
Section 6.7, the Trustee shall have a claim prior to the Securities on all money
or property held or controlled by the Trustee, other than money or property held
in trust to pay principal and Liquidated Damages, if any, on the Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses
(including the reasonable charges of its counsel) and the compensation for the
services are intended to constitute expenses of the administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

         The provisions of this Section shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.



                                       55
<PAGE>

SECTION 6.8 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, having (or
be part of a holding company group with) a combined capital and surplus of at
least U.S. $50,000,000, subject to supervision or examination by federal or
state authority, and in good standing. The Trustee or an Affiliate of the
Trustee shall maintain an established place of business in the Borough of
Manhattan, The City of New York. If such corporation 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 corporation 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 and a
successor shall be appointed pursuant to Section 6.9.

SECTION 6.9 Resignation and Removal; Appointment of Successor.
            -------------------------------------------------

         (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

         (2) The Trustee may resign at any time by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee required
by Section 6.10 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 for the appointment of a successor
Trustee.

         (3) The Trustee may be removed at any time by an Act of the Holders of
a majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the removed Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         (4) The Trustee may be removed at any time by the Company and the
Company may appoint a successor Trustee pursuant to this Article, provided, that
(i) there is not an Event of Default that is continuing at the time of removal,
(ii) the successor Trustee appointed by the Company meets the eligibility
requirements of Section 6.8, and (iii) such removal and resignation shall not
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.10.

         (5) If at any time:

                  (i) the Trustee shall cease to be eligible under Section 6.8
and shall fail to resign after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or



                                       56
<PAGE>

                  (ii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or 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 (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder of a Security 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 removal of the Trustee and the appointment of a successor
Trustee.

         (6) 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 Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of this Section and Section 6.10.
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 in accordance
with the applicable requirements of Section 6.10, 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 of Securities
and accepted appointment in the manner required by this Section and Section
6.10, any Holder of a Security 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.

         (7) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 6.10 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 the 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 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.



                                       57
<PAGE>

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

SECTION 6.11 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 of the corporate trust
business of the Trustee (including the trust created by this Indenture), shall
be the successor of the Trustee hereunder, provided such corporation shall be
otherwise 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 6.12 Authenticating Agents.
             ---------------------

         The Trustee may, with the consent of the Company, appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the
Securities, which Authenticating Agent shall be authorized to act on behalf of
the Trustee to authenticate Securities issued upon exchange or substitution
pursuant to this Indenture.

         Securities authenticated by an Authenticating Agent shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be subject to acceptance
by the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent and subject to supervision or examination by government or other fiscal
authority. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 6.12.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 6.12, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.



                                       58
<PAGE>

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be subject to acceptance by the Company. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.12.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.12.

         If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 6.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

         This is one of the Securities referred to in the within-mentioned
Indenture.

                                                U.S. BANK NATIONAL ASSOCIATION
                                                as Trustee

                                                By:

                                                --------------------------------
                                                as Authenticating Agent


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




                                       59
<PAGE>

SECTION 6.13 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 6.14 Preferential Collection of Claims Against Company.
             -------------------------------------------------

         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 VII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1 Company May Consolidate, Etc. Only on Certain Terms.
            ---------------------------------------------------

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease all its properties and assets substantially as an
entirety to any Person (other than to one or more direct or indirect
Subsidiaries of the Company), and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer, sell or lease
such Person's properties and assets substantially as an entirety to the Company
unless:

         (1) the Person formed by such consolidation or into or with which the
Company is merged or the Person to which the properties and assets of the
Company are so conveyed, transferred, sold or leased shall be a corporation,
limited liability company, partnership or trust organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and, if other than the Company, shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of,
premium, if any, and Liquidated Damages, if any, on all of the Securities as
applicable, and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed and shall have
provided for conversion rights in all material respects in accordance with
Article XII;

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

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with, together with any documents required under
Section 8.3.



                                       60
<PAGE>

SECTION 7.2 Successor Substituted.
            ----------------------

         Upon any consolidation of the Company with, or merger of the Company
into any other Person or any conveyance, transfer or lease of all or
substantially all the properties and assets of the Company in accordance with
Section 7.1, the successor Person formed by such consolidation or into or with
which the Company is merged or to which such conveyance, transfer 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 VIII
                             SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Holders of Securities.
            -----------------------------------------------------------------

         Without the consent of any Holders of Securities the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:

         (1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants and obligations of the Company
herein and in the Securities as permitted by Article VII of this Indenture; or

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

         (3) to secure the Securities; or

         (4) to make provision with respect to the conversion rights of Holders
of Securities pursuant to Section 12.11 or to make provision with respect to the
repurchase rights of Holders of Securities pursuant to Section 14.5; or

         (5) to make any changes or modifications to this Indenture necessary in
connection with the registration of any Registrable Securities under the
Securities Act as contemplated by Section 10.11, provided such action pursuant
to this clause (5) shall not adversely affect the interests of the Holders of
Securities in any material respect; or

         (6) to comply with the requirements of the Trust Indenture Act or the
rules and regulations of the Commission thereunder in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by this Indenture or otherwise; or

         (7) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee; or



                                       61
<PAGE>

         (8) subject to Section 13.12, to make any change in Article XIII that
would limit or terminate the benefits available to any holder of Senior Debt
under such Article; or

         (9) to cure any ambiguity, to correct or supplement any provision
herein that may be inconsistent with any other provision herein or that is
otherwise defective, or to make any other provisions with respect to matters or
questions arising under this Indenture as the Company and the Trustee may deem
necessary or desirable, provided such action pursuant to this clause (9) shall
not adversely affect the interests of the Holders of Securities in any material
respect.

         Upon Company Request, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents described in Section 8.3 hereof, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

         Notwithstanding any other provision of the Indenture or the Securities,
the Registration Rights Agreement and the obligation to pay Liquidated Damages
thereunder may be amended, modified or waived in accordance with the provisions
of the Registration Rights Agreement.

SECTION 8.2 Supplemental Indentures with Consent of Holders of Securities.
            --------------------------------------------------------------

         With either (i) the written consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities, by the Act
of said Holders delivered to the Company and the Trustee, or (ii) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least 66 2/3% in aggregate
principal amount of the Outstanding Securities represented at such meeting, 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 of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent or affirmative vote of the Holder of each
Outstanding Security affected thereby,

         (1) change the Stated Maturity of the principal of any Security, or
reduce the principal amount of, or the premium, if any, or reduce the amount
payable upon a redemption or repurchase, or change the place or currency of
payment of the principal of, premium, if any, or Liquidated Damages, if any
(except as may be effected through an amendment with the Registration Rights
Agreement in accordance with its terms), or Redemption Price, Repurchase Price
or Purchase Price in respect of such Security) or impair the right to institute
suit for the enforcement of any payment in respect of any Security on or after
the Stated Maturity thereof (or, in the case of redemption or any repurchase, on
or after the Redemption Date, Repurchase Date or Purchase Date as the case may
be) or, except as permitted by Section 12.11, adversely affect the right of
Holders to convert any Security as provided in Article XII, or modify the
provisions of this Indenture with respect to the subordination of the Securities
in a manner adverse to the Holders; or



                                       62
<PAGE>

         (2) reduce the requirements of Section 9.4 for quorum or voting, or
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

         (3) modify the obligation of the Company to maintain an office or
agency in the Borough of Manhattan, The City of New York, pursuant to Section
10.2; or

         (4) modify any of the provisions of this Section or Section 5.13 or
10.12, except to increase any percentage contained herein or therein 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; or

         (5) modify the provisions of Article XIV in a manner adverse to the
Holders; or

         (6) Modify the provisions of Article XI in a manner adverse to the
Holders; or

         (7) modify any of the provisions of Section 10.9.

         It shall not be necessary for any Act of Holders of Securities 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 8.3 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 Sections 6.1 and 6.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture, and that such supplemental
indenture has been duly authorized, executed and delivered by the Company and
constitutes a valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 8.4 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
appertaining thereto shall be bound thereby.



                                       63
<PAGE>

SECTION 8.5 Reference in Securities to Supplemental Indentures.
            ---------------------------------------------------

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

SECTION 8.6 Notice of Supplemental Indentures.
            ----------------------------------

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2, the Company
shall give notice to all Holders of Securities of such fact, setting forth in
general terms the substance of such supplemental indenture, in the manner
provided in Section 1.6. Any failure of the Company to give such notice, or any
defect therein, shall not in any way impair or affect the validity of any such
supplemental indenture.

                                   ARTICLE IX
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 9.1 Purposes for Which Meetings May Be Called.
            ------------------------------------------

         A meeting of Holders of Securities may be called at any time and from
time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities.

SECTION 9.2 Call, Notice and Place of Meetings.
            -----------------------------------

         (1) The Trustee may at any time call a meeting of Holders of Securities
for any purpose specified in Section 9.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine. Notice of every meeting of Holders of Securities, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given, in the manner provided in Section 1.6,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

         (2) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities
shall have requested the Trustee to call a meeting of the Holders of Securities
for any purpose specified in Section 9.1, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities in the
amount specified, as the case may be, may determine the time and the


                                       64
<PAGE>

place in the Borough of Manhattan, The City of New York, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
paragraph (1) of this Section.

SECTION 9.3 Persons Entitled to Vote at Meetings.
            -------------------------------------

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

SECTION 9.4 Quorum; Action.
            ---------------

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities, be dissolved. In any other
case, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting (subject to repeated applications of this sentence). Notice of
the reconvening of any adjourned meeting shall be given as provided in Section
9.2(1), except that such notice need be given only once not less than 5 days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage of
the principal amount of the Outstanding Securities that shall constitute a
quorum.

         Subject to the foregoing, at the reconvening of any meeting adjourned
for a lack of a quorum, the Persons entitled to vote 25% in principal amount of
the Outstanding Securities at the time shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting.

         At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by the proviso to Section 8.2 and except to the extent Section 10.12
requires a different vote) shall be effectively passed and decided if passed or
decided by the lesser of (i) the Holders of not less than a majority in
principal amount of Outstanding Securities and (ii) the Persons entitled to vote
not less than 66 2/3% in principal amount of Outstanding Securities represented
and entitled to vote at such meeting.

         Any resolution passed or decisions taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities whether or not present or represented at the meeting. The
Trustee shall, in the name and at the expense of the Company, notify all the
Holders of Securities of any such resolutions or decisions pursuant to Section
1.6.



                                       65
<PAGE>

SECTION 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.
            --------------------------------------------------------------------

         (1) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities in regard to proof of the holding of Securities and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.4 and the appointment of any proxy shall be
proved in the manner specified in Section 1.4 or by having the signature of the
Person executing the proxy guaranteed by any bank, broker or other eligible
institution participating in a recognized medallion signature guarantee program.

         (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman (which may be the Trustee) of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as provided in
Section 9.2(1), in which case the Company or the Holders of Securities calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities represented at the meeting.

         (3) At any meeting, each Holder of a Security or proxy shall be
entitled to one vote for each U.S. $1,000 principal amount of Securities held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security or proxy.

         (4) Any meeting of Holders of Securities duly called pursuant to
Section 9.2 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities represented at the meeting, and the meeting may be held as so
adjourned without further notice.

SECTION 9.6 Counting Votes and Recording Action of Meetings.
            ------------------------------------------------

         The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amounts at Stated Maturity and serial numbers of the Outstanding
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more Persons having knowledge of the facts setting forth a copy of


                                       66
<PAGE>

the notice of the meeting and showing that said notice was given as provided in
Section 9.2 and, if applicable, Section 9.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                    ARTICLE X
                                    COVENANTS

SECTION 10.1 Payment of Securities.
             ----------------------

         The Company covenants and agrees that it will duly and punctually pay
the principal of and premium, if any, and Liquidated Damages, if any, on the
Securities in accordance with the terms of the Securities and this Indenture.
The Company will deposit or cause to be deposited with the Trustee or its
nominee, no later than the opening of business on the date of the Stated
Maturity of any Security or no later than the opening of business on the
Liquidated Damages Payment Date for any installment of Liquidated Damages, all
payments so due, which payments shall be in immediately available funds on the
date of such Stated Maturity.

SECTION 10.2 Maintenance of Offices or Agencies.
             -----------------------------------

         The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where the Securities may be surrendered for
registration of transfer or exchange or for presentation for payment or for
conversion, redemption or repurchase and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the office or agency of the Trustee in the Borough of
Manhattan, The City of New York.

         The Company may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all of
such purposes; provided, however, that until all of the Securities have been
delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, premium, if any, and Liquidated Damages, if any, on the Securities
have been made available for payment and either paid or returned to the Company
pursuant to the provisions of Section 10.3, the Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency where Securities
may be presented or surrendered for payment and conversion, where Securities may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company will give prompt written notice to the Trustee, and
notice to the Holders in


                                       67
<PAGE>

accordance with Section 1.6, of the appointment or termination of any such
agents and of the location and any change in the location of any such office or
agency.

         The Company hereby initially designates the Trustee as Paying Agent,
Security Registrar and Conversion Agent, and each of the Corporate Trust Office
of the Trustee and the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, located at 100 Wall Street, Suite 1600, New
York, New York 10005, attention: Corporate Trust Services (RealNetworks, Inc.
Zero Coupon Convertible Subordinated Notes due July 1, 2010) as one such office
or agency of the Company for each of the aforesaid purposes.

SECTION 10.3 Money for Security Payments to Be Held in Trust.
             ------------------------------------------------

         If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of, premium, if any, or Liquidated Damages, if
any, on any of the Securities, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal, premium, if
any, Liquidated Damages, if any, so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and the Company will
promptly notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will, no
later than the opening of business on each due date of the principal of,
premium, if any, or Liquidated Damages, if any on any Securities, deposit with
the Trustee a sum in funds immediately payable on the payment date sufficient to
pay the principal, premium, if any, or Liquidated Damages, if any, so becoming
due, such sum to be held for the benefit of the Persons entitled to such
principal, premium, if any, or Liquidated Damages, if any, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of any
failure so to act.

         The Company will 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:

         (1) hold all sums held by it for the payment of the principal of,
premium, if any, or Liquidated Damages, if any, on Securities for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in the making of any payment of principal, premium,
if any, or Liquidated Damages, if any; and

         (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
such Paying Agent.

         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,


                                       68
<PAGE>

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 payment of the principal of, premium, if any,
or Liquidated Damages, if any, on any Security and remaining unclaimed for two
years after such principal, premium, if any, or Liquidated Damages, if any, has
become due and payable 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.

SECTION 10.4 Existence.
             ----------

         Subject to Article VII, the Company will 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
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.

SECTION 10.5 Maintenance of Properties.
             --------------------------

         The Company will cause all properties used or useful in the conduct of
its business to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business and not disadvantageous in any material respect
to the Holders.

SECTION 10.6 Payment of Taxes and Other Claims.
             ----------------------------------

         The Company will pay or discharge, or cause to be paid or discharged,
before the same may become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Company or upon the income,
profits or property of the Company, (ii) all claims for labor, materials and
supplies which, if unpaid, might by law become a lien or charge upon the
property of the Company, and (iii) subject to Sections 12.8 and 14.3(2), all
stamps and other duties, if any, which may be imposed by the United States or
any political subdivision thereof or therein in connection with the issuance,
transfer, exchange or conversion of any Securities or with respect to this


                                       69
<PAGE>

Indenture; provided, however, that, in the case of clauses (i) and (ii), the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Company, or
(B) if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 10.7 Registration and Listing.
             -------------------------

         The Company will effect all registrations with, and obtain all
approvals by, all governmental authorities that may be necessary under any
United States Federal or state law (including the Securities Act, the Exchange
Act and state securities and Blue Sky laws) before the shares of Common Stock
issuable upon conversion of Securities are issued and delivered, and qualified
or listed as contemplated under the Registration Rights Agreement.

         Nothing in this Section will limit the application of Section 10.11.

SECTION 10.8 Statement by Officers as to Default.
             ------------------------------------

         The Company shall deliver to the Trustee, within 120 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 best 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 will deliver to the Trustee, forthwith upon becoming aware
of any default or any Event of Default under the Indenture, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to take
with respect thereto. For the purpose of this Section, the term "default" means
any event that is, or after notice or lapse of time or both would become, an
Event of Default.

         Any notice required to be given under this Section 10.8 shall be
delivered to the Trustee at its Corporate Trust Office.

SECTION 10.9 Delivery of Certain Information.
             --------------------------------

         At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder of a Restricted Security or the
holder of shares of Common Stock issued upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities or such holder of shares of
Common Stock issued upon conversion of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder or
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 (or any successor
provision thereto) in connection with the resale of any such security; provided,
however,


                                       70
<PAGE>

that the Company shall not be required to furnish such information in connection
with any request made on or after the date that is two years from the later of
(i) the date such a security (or any such predecessor security) was last
acquired from the Company or (ii) the date such a security (or any such
predecessor security) was last acquired from an "affiliate" of the Company
within the meaning of Rule 144 under the Securities Act (or any successor
provision thereto). "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).

SECTION 10.10 Resale of Certain Securities.
              -----------------------------

         During the period beginning on the last date of original issuance of
the Securities and ending on the date that is two years from such date (or such
shortened period under Rule 144(k) under the Securities Act or any successor
rule), the Company will not, and will not permit any of its subsidiaries or
other "affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) to, resell (i) any Securities that constitute
"restricted securities" under Rule 144 or (ii) any securities into which the
Securities have been converted under this Indenture that constitute "restricted
securities" under Rule 144, that in either case 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 10.11 Registration Rights.
              --------------------

         The Company agrees that the Holders from time to time of Registrable
Securities (as defined below) are entitled to the benefits of the Registration
Rights Agreement.

         For the purposes of the Registration Rights Agreement, "Registrable
Securities" means all or any portion of the Securities issued from time to time
under this Indenture in registered form and the shares of Common Stock issuable
upon conversion, repurchase or redemption of such Securities; provided, however,
that a security ceases to be a Registrable Security when it is no longer a
Restricted Security.

         If a Security, or the shares of Common Stock issuable upon conversion
of a Security, is a Registrable Security, and the Holder thereof elects to sell
such Registrable Security pursuant to the Shelf Registration Statement then, by
its acceptance thereof, the Holder of such Registrable Security will have agreed
to be bound by the terms of the Registration Rights Agreement relating to the
Registrable Securities which are the subject of such election.

         For the purposes of the Registration Rights Agreement, the term
"Holder" includes any Person that has a beneficial interest in any Restricted
Global Security or any beneficial interest in a global security representing
shares of Common Stock issuable upon conversion of a Security.

         If Liquidated Damages are payable under the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of Liquidated Damages that is payable and (ii) the date
on which Liquidated Damages are payable. Unless and until a


                                       71





<PAGE>
Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that no Liquidated Damages
are payable. If Liquidated Damages have been paid by the Company directly to the
persons entitled to them, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

SECTION 10.12            Waiver of Certain Covenants.
                         ---------------------------

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 10.4 (other than with respect to the
existence of the Company (subject to Article VII)), 10.5 and 10.6, inclusive
(other than a covenant or condition which under Article VIII cannot be modified
or amended without the consent of the Holder of each Outstanding Security
affected), if before the time for such compliance the Holders shall, through (i)
the written consent of not less than a majority in principal amount of the
Outstanding Securities or (ii) the adoption of a resolution at a meeting of
Holders of the Outstanding Securities at which a quorum is present by the
Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities represented at such meeting, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee or any Paying or
Conversion Agent in respect of any such covenant or condition shall remain in
full force and effect.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 11.1             Right of Redemption.
                         -------------------

         The Securities may be redeemed in accordance with the provisions of the
form of Securities set forth in Section 2.2.

SECTION 11.2             Applicability of Article.
                         ------------------------

         Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article XI.

SECTION 11.3             Election to Redeem; Notice to Trustee.
                         -------------------------------------

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of any of the Securities, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date.


                                       72
<PAGE>

SECTION 11.4             Selection by Trustee of Securities to Be Redeemed.
                         -------------------------------------------------

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within 5 Business
Days after it receives the notice described in 11.3, from the Outstanding
Securities not previously called for redemption, by lot or by such other method
as the Trustee may deem fair and appropriate.

         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 that 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. The Trustee shall
promptly notify the Company and each Security Registrar in writing of the
securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.5             Notice of Redemption.
                         --------------------

         Notice of redemption shall be given in the manner provided in Section
1.6 to the Holders of Securities to be redeemed not less than 20 nor more than
60 days prior to the Redemption Date, and such notice shall be irrevocable. The
Company shall, concurrently with the giving of such notice, publish a Press
Release including the information required to be included in such notice of
redemption hereunder.

         All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price, and Liquidated Damages, if any, to, but
excluding, the Redemption Date,

         (3) if less than all Outstanding Securities are to be redeemed, the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities which will be outstanding after such partial
redemption,

         (4) that on the Redemption Date the Redemption Price, and Liquidated
Damages, if any, to, but excluding, the Redemption Date, will become due and
payable upon each such Security to be redeemed, and that Liquidated Damages, if
any, thereon shall cease to accrue on and after said date,


                                       73
<PAGE>

         (5) the Conversion Rate, the date on which the right to convert the
Securities to be redeemed will terminate and the places where such Securities
may be surrendered for conversion, and

         (6) the place or places where such Securities are to be surrendered for
payment of the Redemption Price and Liquidated Damages, if any, to, but
excluding, the Redemption Date.

         In case of a partial redemption, the notice shall specify the serial
and CUSIP numbers (if any) and the portions thereof called for redemption and
that transfers and exchanges may occur on or prior to the Redemption Date.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name of and at the expense of the Company. Notice of
redemption of Securities to be redeemed at the election of the Company received
by the Trustee shall be given by the Trustee to each Paying Agent in the name of
and at the expense of the Company.

SECTION 11.6             Deposit of Redemption Price.
                         ---------------------------

         On or prior to the Redemption Date, the Company shall deposit with the
Trustee (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.3) an amount of money (which shall be in
immediately available funds on such Redemption Date) sufficient to pay the
Redemption Price of, and except if the Redemption Date shall be a Liquidated
Damages Payment Date) Liquidated Damages, if any, to the Redemption Date on, all
the Securities which are to be redeemed on that date other than any Securities
called for redemption on that date which have been converted prior to the date
of such deposit.

         If any Security called for redemption is converted, any money deposited
with the Trustee or so segregated and held in trust for the redemption of such
Security shall be paid to the Company on Company Request or, if then held by the
Company, shall be discharged from such trust.

SECTION 11.7             Securities Payable on Redemption Date.
                         -------------------------------------

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Securities
shall cease to accrue Liquidated Damages, if any. Upon surrender of any Security
for redemption in accordance with said notice such Security shall be paid by the
Company at the Redemption Price together with Liquidated Damages, if any, to the
Redemption Date.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, such Security shall remain convertible until
the Redemption Price of such Security (or portion thereof, as the case may be)
shall have been paid or duly provided for.


                                       74
<PAGE>

         Any Security that is to be redeemed only in part shall be surrendered
at the Corporate Trust Office or an office or agency of the Company designated
for that purpose pursuant to Section 10.2 (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 his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery 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 unredeemed portion of the principal of
the Security so surrendered.

SECTION 11.8             Conversion Arrangement on Call for Redemption.
                         ---------------------------------------------

         In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities by an agreement with
one or more investment bankers or other purchasers (the "Purchasers") to
purchase such securities by paying to the Trustee in trust for the Holders, on
or before the Redemption Date, an amount not less than the applicable Redemption
Price of such Securities. Notwithstanding anything to the contrary contained in
this Article XI, the obligation of the Company to pay the Redemption Price shall
be deemed to be satisfied and discharged to the extent such amount is so paid by
such Purchasers. If such an agreement is entered into (a copy of which shall be
filed with the Trustee prior to the close of business on the Business Day
immediately prior to the Redemption Date), any Securities called for redemption
that are not duly surrendered for conversion by the Holders thereof may, at the
option of the Company, be deemed, to the fullest extent permitted by law, and
consistent with any agreement or agreements with such Purchasers, to be acquired
by such Purchasers from such Holders and (notwithstanding anything to the
contrary contained in Article XII) surrendered by such Purchasers for
conversion, all as of immediately prior to the close of business on the
Redemption Date (and the right to convert any such Securities shall be extended
through such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it by the Purchasers to the Holders in the same manner as it would
monies deposited with it by the Company for the redemption of Securities.
Without the Trustee's prior written consent, no arrangement between the Company
and such Purchasers for the purchase and conversion of any Securities shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities between the Company and such
Purchasers, including the costs and expenses, including reasonable legal fees,
incurred by the Trustee in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.


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                                  ARTICLE XII
                            CONVERSION OF SECURITIES

SECTION 12.1             Conversion Privilege and Conversion Rate.
                         ----------------------------------------

         (a) Subject to and upon compliance with the provisions of this Article,
at the option of the Holder thereof, any Security that is an integral multiple
of $1,000 may be converted into fully paid and nonassessable shares (calculated
as to each conversion to the nearest 1/100th of a share) of Common Stock of the
Company at the Conversion Rate, determined as hereinafter provided, in effect at
the time of conversion and subject to the adjustments described below, as
follows:

                  (1) if, on or prior to December 31, 2007, the Closing Price
Per Share of the Common Stock for at least 20 Trading Days in the period of the
30 consecutive Trading Days ending on the first day of a Conversion Period was
more than 110% of the then current Conversion Price on the Securities, then the
Holder thereof will be entitled to convert such Security during that Conversion
Period;

                  (2) if, on any date after December 31, 2007 and prior to the
Stated Maturity, the Closing Price Per Share of the Common Stock is more than
110% of the then current Conversion Price on the Securities, then the Holder
thereof will be entitled to convert such Security at all times thereafter;

                  (3) if the Company elects to call the Securities for
redemption on or after July 1, 2008;

                  (4) if the Company distributes to all or substantially all
holders of Common Stock rights, options or warrants entitling them to purchase
Common Stock at less than the Closing Price Per Share of the Common Stock on the
last Trading Day preceding the declaration for such distribution;

                  (5) if the Company distributes to all or substantially all
holders of Common Stock cash, assets, debt securities or capital stock, which
distribution has a per share value as determined by the Board of Directors
exceeding 10% of the Closing Price Per Share of the Common Stock on the last
Trading Day preceding the declaration for such distribution; or

                  (6) if the Company becomes a party to a consolidation, merger
or sale of all or substantially all of the Company's assets where such
consolidation, merger or sale of all or substantially all of the Company's
assets constitutes a Change in Control.

         A "Conversion Period" for the Securities is the period from and
including the eleventh Trading Day in any fiscal quarter of the Company to, but
excluding, the eleventh Trading Day of the immediately following fiscal quarter.


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         In the case of a distribution contemplated by clauses (4) and (5) of
this Section 12.1(a), the Company will notify Holders at least 20 days prior to
the ex-dividend date for such distribution (the "Distribution Notice"). Once the
Company has given the Distribution Notice, Holders may surrender their
Securities for conversion at any time until the earlier of the close of business
on the last Business Day preceding the ex-dividend date or the Company's
announcement that such distribution will not take place. Notwithstanding the
foregoing, in the event of a distribution contemplated by clauses (4) and (5) of
this Section 12.1(a), Holders may not convert the Securities if the Holders may
participate in such distribution without converting their Securities. In the
event of a consolidation, merger or sale of all or substantially all of the
Company's assets as contemplated by clause (6) of this Section 12.1(a), the
Company will notify Holders at least 20 days prior to the anticipated closing
date of such transaction (the "Merger Notice"). Once the Company has given the
Merger Notice, the Holders may, in the event of such consolidation, merger or
sale of all or substantially all of the Company's assets, surrender Securities
for conversion at any time from and after the date which is 15 days prior to the
anticipated closing date of such transaction until the date which is 15 days
after the actual closing date of such transaction.

         With respect to clause (1) of this Section 12.1(a), the Conversion
Agent will determine, on behalf of the Company, on the first Business Day
succeeding the first day of the Conversion Period whether the Securities are
convertible as set forth in such clause (1) as a result of the Closing Price Per
Share of the Common Stock and the then current Conversion Price and, if so, will
notify the Company. With respect to clause (2) of this section 12.1(a), the
Conversion Agent will determine, on behalf of the Company, daily on any date
after December 31, 2007, whether the Securities are convertible as set forth in
such clause (2) as a result of the Closing Price Per Share of the Common Stock
and the then current Conversion Price and, if so, will notify the Company.

         (b) Subject to the further provisions of this Article 12, a Holder of a
Security may also convert the principal amount of such Security (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into Common Stock for the 5 Business Day period after any 5 consecutive Trading
Day period in which the average Trading Prices for the Securities for such 5
Trading Day period was less than 95% of the average Conversion Value for the
Securities during such period; provided, however, if on the Conversion Date, the
Closing Price Per Share of Common Stock is greater than the then current
Conversion Price of the Securities and less than or equal to 110% of the then
current Conversion Price of the Securities, a Holder surrenders its Securities
for conversion and the Securities are not otherwise convertible, then such
Holder will receive, at the Company's option, cash, Common Stock or a
combination of cash and Common Stock with a value equal to the principal amount
of such Holder's Securities on such Conversion Date. If the Company elects to
pay the Holder in Common Stock or in a combination of cash and Common Stock, the
Common Stock will be valued at 100% of the average Closing Price Per Share of
Common Stock for the 5 Trading Days ending on the third Trading Day preceding
the Conversion Date.

         The "Conversion Value" for the Securities is equal to the product of
(i) the Closing Price Per Share of the Common Stock on a given day and (ii) the
then current Conversion Rate.



                                       77
<PAGE>

         The "Trading Price" of the Securities on any Trading Day means the
average of the secondary market bid quotations per Security obtained by the
Conversion Agent for $5,000,000 principal amount of the Securities at
approximately 3:30 p.m., New York City time, on such Trading Day from an
independent nationally recognized securities dealers the Company selects;
provided that if the Conversion Agent cannot reasonably obtain a bid for
$5,000,000 principal amount of the Securities from a nationally recognized
securities dealer or if in the Company's reasonable judgment, the bid quotations
are not indicative of the secondary market value of the Securities, then the
Trading Price of the Securities will be deemed to be equal to the product of the
then current Conversion Rate and the Closing Price Per Share of Common Stock on
such Trading Day.

         The Conversion Agent shall have no obligation to determine the Trading
Price of the Securities unless the Company has requested such determination; and
the Company shall have no obligation to make such request unless a Holder
provides the Company with reasonable evidence that the Trading Price of the
Securities is reasonably likely to be less than 95% of the Conversion Value; at
which time, the Company shall instruct the Conversion Agent to determine the
Trading Price of the Securities beginning on the next Trading Day and on each
successive Trading Day until the Trading Price is greater than or equal to 95%
of the Conversion Value.

         (c) The conversion right, subject to the conditions described in
clauses (a) and (b) of this Section 12.1, shall commence on the initial issuance
date of the Securities and expire at the close of business on the date of
Maturity, subject, in the case of conversion of any Global Security, to any
Applicable Procedures. In case a Holder of a Security exercises his right to
require the Company to repurchase the Security, such conversion right in respect
of the Security, or portion thereof so called, shall expire at the close of
business on the Business Day immediately preceding the Repurchase Date unless
the Company defaults in making the payment due upon repurchase (subject as
aforesaid to any Applicable Procedures with respect to any Global Security).

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

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

         The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 107.565
shares of Common Stock for each U.S. $1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article XII.

SECTION 12.2             Exercise of Conversion Privilege.
                         --------------------------------

         In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed in blank,
at any office or agency of the Company maintained for that purpose pursuant to
Section 10.2, accompanied by a duly signed conversion notice




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<PAGE>

substantially in the form set forth in Section 2.4 stating that the Holder
elects to convert such Security or, if less than the entire principal amount
thereof is to be converted, the portion thereof to be converted. Each Security
surrendered for conversion (in whole or in part) during the Liquidated Damages
Record Date Period shall (except in the case of any Security or portion thereof
which has been called for redemption on a Redemption Date, or is repurchasable
on a Repurchase Date or Purchase Date, occurring, in any such case, within such
Liquidated Damages Record Date Period and, as a result, the right to convert
such Security would otherwise terminate in such period if not exercised) be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the Liquidated Damages, if any,
payable on such Liquidated Damages Interest Payment Date on the principal amount
of such Security (or part thereof, as the case may be) being surrendered for
conversion. The Liquidated Damages so payable on such Liquidated Damages Payment
Date with respect to any Security (or portion thereof, if applicable) that is
surrendered for conversion during the Liquidated Damages Record Date Period
shall be paid to the Holder of such Security as of such Liquidated Damages
Record Date in an amount equal to the Liquidated Damages that would have been
payable on such Security if such Security had been converted as of the close of
business on such Liquidated Damages Payment Date. Liquidated Damages payable on
any Liquidated Damages Payment Date in respect of any Security surrendered for
conversion on or after such Liquidated Damages Payment Date shall be paid to the
Holder of such Security as of the Liquidated Damages Record Date next preceding
such Liquidated Damages Payment Date, notwithstanding the exercise of the right
of conversion. Except as provided in this paragraph, no cash payment or
adjustment shall be made upon any conversion on account of any amount accrued
from the Liquidated Damages Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Common Stock issued upon
conversion. The Company's delivery to the Holder of the number of shares of
Common Stock (and cash in lieu of fractions thereof, as provided in this
Indenture) into which a Security is convertible will be deemed to satisfy the
Company's obligation to pay the principal amount of the Security.

         Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the Conversion Date, the Company
shall issue and deliver to the Trustee, for delivery to the Holder (unless a
different Person is indicated on the Conversion Notice), a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 12.3.

         All shares of Common Stock delivered upon such conversion of Restricted
Securities shall bear restrictive legends substantially in the form of the
legends required to be set forth on the Restricted Securities pursuant to
Section 3.5 and shall be subject to the restrictions on transfer provided in
such legends. Neither the Trustee nor any agent maintained for the purpose of
such conversion shall have any responsibility for the inclusion or content of
any such restrictive legends



                                       79
<PAGE>

on such Common Stock; provided, however, that the Trustee or any agent
maintained for the purpose of such conversion shall have provided, to the
Company or to the Company's transfer agent for such Common Stock, prior to or
concurrently with a request to the Company to deliver such Common Stock, written
notice that the Securities delivered for conversion are Restricted Securities.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in an aggregate principal amount equal to
the unconverted portion of the principal amount of such Security. A Security may
be converted in part, but only if the principal amount of such Security to be
converted is any integral multiple of U.S. $1,000 and the principal amount of
such security to remain Outstanding after such conversion is equal to U.S.
$1,000 or any integral multiple of $1,000 in excess thereof.

         If shares of Common Stock to be issued upon conversion of a Restricted
Security, or Securities to be issued upon conversion of a Restricted Security in
part only, are to be registered in a name other than that of the beneficial
owner of such Restricted Security, then such Holder must deliver to the
Conversion Agent a Surrender Certificate, dated the date of surrender of such
Restricted Security and signed by such beneficial owner, as to compliance with
the restrictions on transfer applicable to such Restricted Security. Neither the
Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required
to register in a name other than that of the beneficial owner, shares of Common
Stock or Securities issued upon conversion of any such Restricted Security not
so accompanied by a properly completed Surrender Certificate.

SECTION 12.3             Fractions of Shares.
                         -------------------

         No fractional shares of Common Stock shall be issued upon conversion of
any Security or Securities. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock that would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the Closing Price Per Share at
the close of business on the day of conversion.

SECTION 12.4             Adjustment of Conversion Rate.
                         -----------------------------

         The Conversion Rate shall be subject to adjustments from time to time
as follows:

         (1) In case the Company shall pay or make a dividend or other
distribution on shares of any class of capital stock payable in shares of Common
Stock, the Conversion Rate in effect at the opening of business on the day
following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Conversion


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<PAGE>

Rate by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,
such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If, after any such date
fixed for determination, any dividend or distribution is not in fact paid, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors determines not to pay such dividend or distribution, to the
Conversion Rate that would have been in effect if such determination date had
not been fixed. For the purposes of this paragraph (1), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the current market price per
share (determined as provided in paragraph (8) of this Section 12.4) of the
Common Stock on the date fixed for the determination of shareholders entitled to
receive such rights, options or warrants (other than any rights, options or
warrants that by their terms will also be issued to any Holder upon conversion
of a Security into shares of Common Stock without any action required by the
Company or any other Person), the Conversion Rate in effect at the opening of
business on the day following the date fixed for such determination shall be
increased by dividing such Conversion Rate by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock that the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination. If, after any such date fixed for determination, any such rights,
options or warrants are not in fact issued, or are not exercised prior to the
expiration thereof, the Conversion Rate shall be immediately readjusted,
effective as of the date such rights, options or warrants expire, or the date
the Board of Directors determines not to issue such rights, options or warrants,
to the Conversion Rate that would have been in effect if the unexercised rights,
options or warrants had never been granted or such determination date had not
been fixed, as the case may be. For the purposes of this paragraph (2), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock. The Company will not issue any rights, options or warrants in respect of
shares of Common Stock held in the treasury of the Company.

(3) In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the

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<PAGE>

day following the day upon which such subdivision becomes effective shall be
proportionately increased, and, conversely, in case outstanding shares of Common
Stock shall be combined into a smaller number of shares of Common Stock, the
Conversion Rate in effect at the opening of business on the day following the
day upon which such subdivision or combination becomes effective shall be
proportionately reduced, such increase or reduction, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness, shares of any
class of capital stock or other property (including cash or assets or
securities, but excluding (i) any rights, options or warrants referred to in
paragraph (2) of this Section, (ii) any dividend or distribution paid
exclusively in cash, (iii) any dividend or distribution referred to in paragraph
(1) of this Section and (iv) any consideration distributed in any merger or
consolidation to which Section 12.11 applies), the Conversion Rate shall be
adjusted so that the same shall equal the rate determined by dividing the
Conversion Rate in effect immediately prior to the close of business on the date
fixed for the determination of shareholders entitled to receive such
distribution by a fraction of which the numerator shall be the current market
price per share (determined as provided in paragraph (8) of this Section 12.4)
of the Common Stock on the date fixed for such determination less the then fair
market value of the portion of the assets, shares or evidences of indebtedness
so distributed applicable to one share of Common Stock and the denominator shall
be such current market price per share of the Common Stock, such adjustment to
become effective immediately prior to the opening of business on the day
following the date fixed for the determination of shareholders entitled to
receive such distribution. If after any such date fixed for determination, any
such distribution is not in fact made, the Conversion Rate shall be immediately
readjusted, effective as of the date of the Board of Directors determines not to
make such distribution, to the Conversion Rate that would have been in effect if
such determination date had not been fixed.

         In the event the Company distributes shares of capital stock of a
Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market
value of the Subsidiary stock so distributed relative to the market value of the
Common Stock, as described below.

         The Board of Directors shall determine fair market values for the
purposes of this Section 12.4(4), whose determination shall be conclusive and
described in a Board Resolution filed with the Trustee; provided, however, that
in respect of a dividend or other distribution of shares of capital stock of a
class or series, or similar equity interest, of or relating to a Subsidiary or
other business unit of the Company which has a Subsidiary Closing Price (a
"Spin-off"), the fair market value of the securities to be distributed shall
equal the average of the daily Subsidiary Closing Price of such securities for
the 5 consecutive Trading Days commencing on and including the sixth Trading Day
of such securities after the effectiveness of the Spin-off; provided, further,
that in the event that an underwritten initial public offering of the securities
in the Spin-off occurs simultaneously with the Spin-off, fair market value of
the securities distributed in the Spin-off shall be the initial public



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<PAGE>

offering price of such securities and the market price per share of the Common
Stock shall mean the Closing Price Per Share for the Common Stock on the same
Trading Day.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed as
part of a distribution referred to in paragraph (4) of this Section or cash
distributed upon a merger or consolidation to which Section 12.11 applies) in an
aggregate amount that, combined together with (I) the aggregate amount of any
other all-cash distributions to all holders of its Common Stock made exclusively
in cash within the 365-day period preceding the date of payment of such
distribution and in respect of which no adjustment pursuant to this paragraph
(5) has been made and (II) the aggregate of any cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender offer by the Company or any of its Subsidiaries for all or
any portion of the Common Stock concluded within the 365-day period preceding
the date of payment of such distribution and in respect of which no adjustment
pursuant to paragraph (6) of this Section 12.4 has been made (the "combined cash
and tender amount") exceeds 10% of the product of the current market price per
share (determined as provided in paragraph (8) of this Section 12.4) of the
Common Stock on the date for the determination of holders of shares of Common
Stock entitled to receive such distribution times the number of shares of Common
Stock outstanding on such date (the "aggregate current market price"), then, and
in each such case, immediately after the close of business on such date for
determination, the Conversion Rate shall be adjusted so that the same shall
equal the rate determined by dividing the Conversion Rate in effect immediately
prior to the close of business on the date fixed for determination of the
shareholders entitled to receive such distribution by a fraction (i) the
numerator of which shall be equal to the current market price per share
(determined as provided in paragraph (8) of this Section) of the Common Stock on
the date fixed for such determination less an amount equal to the quotient of
(x) the excess of such combined cash and tender amount over 10% of such
aggregate current market price divided by (y) the number of shares of Common
Stock outstanding on such date for determination and (ii) the denominator of
which shall be equal to the current market price per share (determined as
provided in paragraph (8) of this Section 12.4) of the Common Stock on such date
fixed for determination.

         (6) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall expire and such tender offer (as
amended upon the expiration thereof) shall require the payment to shareholders
(based on the acceptance (up to any maximum specified in the terms of the tender
offer) of Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) that
combined together with (I) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of consideration payable in respect of any other tender offer by
the Company or any Subsidiary for all or any portion of the Common Stock
expiring within the 365-day period preceding the expiration of such tender offer
and in respect of which no adjustment pursuant to this paragraph (6) has been
made and (II) the aggregate amount of any cash distributions to all holders of
the Common Stock within



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<PAGE>

365-day period preceding the expiration of such tender offer and in respect of
which no adjustment pursuant to paragraph (5) of this Section has been made (the
"combined tender and cash amount") exceeds 10% of the product of the current
market price per share of the Common Stock (determined as provided in paragraph
(8) of this Section 12.4) as of the last time (the "Expiration Time") tenders
could have been made pursuant to such tender offer (as it may be amended) times
the number of shares of Common Stock outstanding (including any tendered shares)
as of the Expiration Time, then, and in each such case immediately prior to the
opening of business on the day after the date of the Expiration Time, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Rate immediately prior to close of
business on the date of the Expiration Time by a fraction (i) the numerator of
which shall be equal to (A) the product of (I) the current market price per
share of the Common Stock (determined as provided in paragraph (8) of this
Section 12.4) on the date of the Expiration Time multiplied by (II) the number
of shares of Common Stock outstanding (including any tendered shares) on the
Expiration Time less (B) the combined tender and cash amount, and (ii) the
denominator of which shall be equal to the product of (A) the current market
price per share of the Common Stock (determined as provided in paragraph (8) of
this Section 12.4) as of the Expiration Time multiplied by (B) the number of
shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number 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").

         (7) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger to
which Section 12.11 applies) shall be deemed to involve (a) a distribution of
such securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of shareholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning of paragraph (4) of
this Section), and (b) a subdivision or combination, as the case may be, of the
number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes effective" or "the day
upon which such combination becomes effective", as the case may be, and "the day
upon which such subdivision or combination becomes effective" within the meaning
of paragraph (3) of this Section 12.4).

         (8) For the purpose of any computation under paragraphs (2), (4), (5)
or (6) of this Section 12.4, the current market price per share of Common Stock
on any date shall be calculated by the Company and be the average of the daily
Closing Prices Per Share for the 5 consecutive Trading Days selected by the
Company commencing not more than 10 Trading Days before, and ending not later
than the earlier of the day in question and the day before the "ex" date with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph, the term "'ex' date", when used with respect to any issuance
or distribution, means the first date on which the Common Stock trades regular
way in the applicable securities market or on the applicable securities exchange
without the right to receive such issuance or distribution.



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<PAGE>

         (9) No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an increase or decrease of at least one percent in such rate;
provided, however, that any adjustments which by reason of this paragraph (9)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

         (10) The Company may make such increases in the Conversion Rate, for
the remaining term of the Securities or any shorter term, in addition to those
required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 12.4, as
it considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes. The Company shall have
the power to resolve any ambiguity or correct any error in this paragraph (10)
and its actions in so doing shall, absent manifest error, be final and
conclusive.

         (11) Notwithstanding the foregoing provisions of this Section, no
adjustment of the Conversion Rate shall be required to be made (a) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends or (b) because of a tender or exchange offer of
the character described in Rule 13e-4(h)(5) under the Exchange Act or any
successor rule thereto.

         (12) To the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during such
period, and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive; provided, however, that no such increase shall be taken
into account for purposes of determining whether the Closing Price Per Share of
the Common Stock equals or exceeds 105% of the Conversion Price in connection
with an event which would otherwise be a Change of Control pursuant to Section
14.4. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall give notice of the increase to the Holders in the
manner provided in Section 1.6 at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

         (13) Pursuant to rights issued under the Company's Shareholder Rights
Plan, dated as of December 4, 1998, if holders of the Securities exercising the
right of conversion attaching after the date the rights separate from the
underlying Common Stock are not entitled to receive the rights that would
otherwise be attributable to the shares of Common Stock received upon
conversion, the Conversion Rate will be adjusted as though the rights were being
distributed to holders of Common Stock on the date of such separation. If such
an adjustment is made and the rights are later redeemed, invalidated or
terminated, then a corresponding reversing adjustment will be made to the
Conversion Rate on an equitable basis.



                                       85
<PAGE>

SECTION 12.5             Notice of Adjustments of Conversion Rate.
                         ----------------------------------------

         Whenever the Conversion Rate is adjusted as herein provided:

         (1) the Company shall compute the adjusted Conversion Rate in
accordance with Section 12.4 and shall prepare a certificate signed by the Chief
Financial Officer of the Company setting forth the adjusted Conversion Rate and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall promptly be filed with the Trustee and with each
Conversion Agent; and

         (2) upon each such adjustment, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall be
provided by the Company to all Holders in accordance with Section 1.6.

         Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours, and shall not be deemed to have knowledge of any adjustment in the
Conversion Rate unless and until a Responsible Officer of the Trustee shall have
received such a certificate. Until a Responsible Officer of the Trustee receives
such a certificate, the Trustee and each Conversion Agent may assume without
inquiry that the last Conversion Rate of which the Trustee has knowledge of
remains in effect.

SECTION 12.6             Notice of Certain Corporate Action.
                         ----------------------------------

         In case:

         (1) the Company shall declare a dividend (or any other distribution) on
its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 12.4; or

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

         (3) of any reclassification of the Common Stock, or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any shareholders of the Company is required, or of the
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company; or

         (4) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;



                                       86
<PAGE>

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.2, and shall
cause to be provided to all Holders in accordance with Section 1.6, at least 20
days (or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options 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, rights, options or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up. Neither the failure to give such notice or the notice
referred to in the following paragraph nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (1) through (4) of
this Section 12.6. If at the time the Trustee shall not be the conversion agent,
a copy of such notice shall also forthwith be filed by the Company with the
Trustee.

         The Company shall cause to be filed at the Corporate Trust Office and
each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 10.2, and shall cause to be provided to all Holders in
accordance with Section 1.6, notice of any tender offer by the Company or any
Subsidiary for all or any portion of the Common Stock at or about the time that
such notice of tender offer is provided to the public generally.

SECTION 12.7             Company to Reserve Common Stock.
                         -------------------------------

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all Outstanding Securities.

SECTION 12.8             Taxes on Conversions.
                         --------------------

         Except as provided in the next sentence, the Company will pay any and
all taxes and duties 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 tax or duty that may be payable in
respect of (i) income of the Holder, or (ii) any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that of the Holder
of the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax or duty, or has established to the
satisfaction of the Company that such tax or duty has been paid.



                                       87
<PAGE>

SECTION 12.9             Covenant as to Common Stock.
                         ----------------------------

         The Company agrees that all shares of Common Stock that may be
delivered upon conversion of Securities, upon such delivery, will have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 12.8, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

SECTION 12.10            Cancellation of Converted Securities.
                         -------------------------------------
         All Securities delivered for conversion shall be delivered to the
Trustee or its agent to be canceled by or at the direction of the Trustee, which
shall dispose of the same as provided in Section 3.9.

SECTION 12.11            Provision in Case of Consolidation, Merger or Sale of
                         -----------------------------------------------------
                         Assets.
                         -------

         In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a consolidation or merger that does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company) or any conveyance, sale, transfer or lease of all or substantially
all of the assets of the Company (other than a conveyance, sale, transfer or
lease of all or substantially all of the assets of the Company that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company or that is to one or more
direct or indirect Subsidiaries of the Company), the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Security then Outstanding shall have
the right thereafter, during the period such Security shall be convertible as
specified in Section 12.1, to convert such Security only into the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger, conveyance,
sale, transfer or lease, assuming such holder of Common Stock of the Company (i)
is not (A) a Person with which the Company consolidated or merged with or into
or which merged into or with the Company or to which such conveyance, sale,
transfer or lease was made, as the case may be (a "Constituent Person"), or (B)
an Affiliate of a Constituent Person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease (provided that if the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer,
or lease is not the same for each share of Common Stock of the Company held
immediately prior to such consolidation, merger, conveyance, sale, transfer or
lease by others than a Constituent Person or an Affiliate thereof and in respect
of which such rights of election shall not have been exercised ("Non-electing
Share"), then for the purpose of this Section 12.11 the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share
shall be deemed to be the kind and

                                       88
<PAGE>
amount so receivable per share by a plurality of the Non-electing Shares). Such
supplemental indenture shall provide for adjustments that, for events subsequent
to the effective date of such supplemental indenture, shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section 12.11 shall similarly apply to
successive consolidations, mergers, conveyances, sales, transfers or leases.
Notice of the execution of such a supplemental indenture shall be given by the
Company to the Holder of each Security as provided in Section 1.6 promptly upon
such execution.

         Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment, but may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, an Opinion of Counsel with respect thereto,
which the Company shall cause to be furnished to the Trustee upon request.

SECTION 12.12            Rights Issued in Respect of Common Stock.
                         ----------------------------------------

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof 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"):

         (i) are deemed to be transferred with such shares of Common Stock,

         (ii) are not exercisable, and

         (iii) are also issued in respect of future issuances of Common Stock

shall not be deemed distributed for purposes of Section 12.4(2) until the
occurrence of the earliest Trigger Event. In addition, in the event of any
distribution of rights or warrants, or any Trigger Event with respect thereto,
that shall have resulted in an adjustment to the Conversion Rate under Section
12.4(2), (1) in the case of any such rights or warrants that shall all have been
redeemed or repurchased without exercise by any holders thereof, the Conversion
Rate 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 holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of any such rights or warrants all of which shall have expired without
exercise by any holder thereof, the Conversion Price shall be readjusted as if
such issuance had not occurred.


                                       89
<PAGE>

SECTION 12.13            Responsibility of Trustee for Conversion Provisions.
                         ---------------------------------------------------

         The Trustee, subject to the provisions of Section 6.1, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine whether any facts exist which may require
any adjustment of the Conversion Rate, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, herein
or in any supplemental indenture provided to be employed, in making the same, or
whether a supplemental indenture need be entered into. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
Common Stock, or of any other securities or property or cash, which may at any
time be issued or delivered upon the conversion of any Security; and it or they
do not make any representation with respect thereto. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
responsible for any failure of the Company to make or calculate any cash payment
or to issue, transfer or deliver any shares of Common Stock or share
certificates or other securities or property or cash upon the surrender of any
Security for the purpose of conversion; and the Trustee, subject to the
provisions of Section 6.1, and any Conversion Agent shall not be responsible for
any failure of the Company to comply with any of the covenants of the Company
contained in this Article.

                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

SECTION 13.1             Securities Subordinate to Senior Debt.
                         -------------------------------------

         The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article IV), the indebtedness represented by the Securities and the payment of
the principal of, or premium, if any, or Liquidated Damages, if any, on, each
and all of the Securities (including, but not limited to, the Redemption Price
with respect to the Securities to be called for redemption in accordance with
Article XI or the Repurchase Price or Purchase Price with respect to Securities
submitted for repurchase in accordance with Article XIV), are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Debt.

SECTION 13.2             No Payment in Certain Circumstances, Payment over of
                         ----------------------------------------------------
                         Proceeds upon Dissolution, Etc.
                         -------------------------------

         No payment shall be made with respect to the principal of, or premium,
if any, or Liquidated Damages, if any, on the Securities (including, but not
limited to, the Redemption Price with respect to the Securities to be called for
redemption in accordance with Article XI or the Repurchase Price or Purchase
Price with respect to Securities submitted for repurchase in accordance with
Article XIV), except payments and distributions made by the Trustee as permitted
by Section 13.9, if:



                                       90
<PAGE>

                  (i) a default in the payment of principal, premium, if any, or
interest (including a default under any repurchase or redemption obligation) or
other amounts with respect to any Senior Debt occurs and is continuing (or, in
the case of Senior Debt for which there is a period of grace, in the event of
such a default that continues beyond the period of grace, if any, specified in
the instrument or lease evidencing such Senior Debt) unless and until such
default shall have been cured or waived or shall have ceased to exist; or

                  (ii) any other event of default occurs and is continuing with
respect to Designated Senior Debt that then permits holders of such Designated
Senior Debt to accelerate its maturity and the Trustee has received a notice of
the default (a "Payment Blockage Notice") from a Representative or holder of
Designated Senior Debt or the Company.

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until: (A) at least 365 days shall have
elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice; and (B) all scheduled payments of principal, premium, if any,
and Liquidated Damages, if any, on the Securities that have come due have been
paid in full in cash.. No nonpayment default that existed or was continuing on
the date of delivery of any Payment Blockage Notice to the Trustee shall be, or
be made, the basis for a subsequent Payment Blockage Notice.

         The Company may and shall resume payments on and distributions in
respect of the Securities upon the earlier of:

         (1) in the case of a default referred to in clause (i) above, the date
upon which the default is cured or waived or ceases to exist, or

         (2) in the case of a default referred to in clause (ii) above, the date
upon which the default is cured or waived or ceases to exist or 179 days pass
after notice is received if the maturity of such Designated Senior Debt has not
been accelerated, unless this Article XIII otherwise prohibits the payment or
distribution at the time of such payment or distribution.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Debt shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all Senior Debt in
cash before the Holders of the Securities are entitled to receive any payment on
account of principal of (or premium, if any) or Liquidated Damages, if any, on
the Securities or on account of the purchase, redemption or other acquisition of
Securities, and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind or character, whether in cash, property or securities, which may be
payable

                                       91
<PAGE>

or deliverable in respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up or event.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, securities or other property, before all Senior Debt is paid in
full, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

         For purposes of this Article only, the words "cash, securities or other
property" shall not be deemed to include shares of capital stock of the Company
as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, which
shares of stock or securities are subordinated in right of payment to all then
outstanding Senior Debt to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article VII shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or which acquires by conveyance or transfer
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions set forth in Article VII.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company, in the case of the Trustee, or the Trustee,
in the case of such Holder.

SECTION 13.3     Prior Payment to Senior Debt upon Acceleration of Securities.
                 ------------------------------------------------------------

         In the event of the acceleration of the Securities because of an Event
of Default, no payment or distribution shall be made to the Trustee or any
holder of Securities in respect of the principal of, premium, if any, or
Liquidated Damages, if any, on the Securities (including, but not limited to,
the Redemption Price with respect to the Securities called for redemption in
accordance with Article XI or the Repurchase Price or Purchase Price with
respect to the Securities submitted for repurchase in accordance with Article
XIV), except payments and distributions made by the Trustee as permitted

                                       92
<PAGE>

by Section 13.9, until all Senior Debt has been paid in full in cash or other
payment satisfactory to the holders of Senior Debt or such acceleration is
rescinded in accordance with the terms of this Indenture. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration.

SECTION 13.4             Payment Permitted If No Default.
                         -------------------------------

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Company referred to in Section 13.2, or during the
circumstances referred to in the first paragraph of Section 13.2, or under the
conditions described in Section 13.3, from making payments at any time of
principal of, premium, if any, and Liquidated Damages, if any, on the
Securities, or (b) the application by the Trustee of any money deposited with it
hereunder to the payment of or on account of the principal of, premium, if any,
and Liquidated Damages, if any, on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.

SECTION 13.5             Subrogation to Rights of Holders of Senior Debt.
                         -----------------------------------------------

         Subject to the payment in full of all Senior Debt, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Debt pursuant to the provisions of this
Article to the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt
until the principal of, premium, if any, and Liquidated Damages, if any, on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

SECTION 13.6             Provisions Solely to Define Relative Rights.
                         -------------------------------------------

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (i) impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of, premium, if any, and Liquidated Damages, if any, on the Securities
as and when the same shall become due and payable in accordance with their
terms; or (ii) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Debt; or (iii) prevent the



                                       93
<PAGE>

Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.

SECTION 13.7             Trustee to Effectuate Subordination.
                         -----------------------------------

         Each Holder of a Security by its acceptance thereof authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.

SECTION 13.8             No Waiver of Subordination Provisions.
                         -------------------------------------

         No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

SECTION 13.9             Notice to Trustee.
                         -----------------

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a Representative or a holder of Senior Debt
(including, without limitation, a holder of Designated Senior Debt) and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 13.9 at least two Business Days prior to
the date upon which by the terms hereof any money may become


                                       94
<PAGE>

payable for any purpose (including, without limitation, the payment of the
principal of, premium, if any, or Liquidated Damages, if any, on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within one Business Day
prior to such date.

         Notwithstanding anything in this Article XIII to the contrary, nothing
shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 4.1, and any such payment shall not be subject to the
provisions of Section 13.2 or 13.3.

         Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a Representative or a holder of Senior Debt (including, without
limitation, a holder of Designated Senior Debt) to establish that such notice
has been given by a Representative or a holder of Senior Debt (including,
without limitation, a holder of Designated Senior Debt). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

SECTION 13.10    Reliance on Judicial Order or Certificate of Liquidating Agent.
                 --------------------------------------------------------------

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 13.11    Trustee Not Fiduciary for Holders of Senior Debt.
                 ------------------------------------------------

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other Person cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article or otherwise.


                                       95
<PAGE>

SECTION 13.12    Reliance by Holders of Senior Debt on Subordination Provisions.
                 --------------------------------------------------------------

         Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such Senior Debt and such
holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt, and no amendment or modification of the provisions
contained herein shall diminish the rights of such holders of Senior Debt unless
such holders shall have agreed in writing thereto.

SECTION 13.13   Rights of Trustee as Holder of Senior Debt; Preservation of
                -----------------------------------------------------------
                Trustee's Rights.
                -----------------

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7.

SECTION 13.14   Article Applicable to Paying Agents.
                ------------------------------------

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 13.13 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 13.15   Certain Conversions and Repurchases Deemed Payment.
                ---------------------------------------------------

         For the purposes of this Article only, (i) the issuance and delivery of
junior securities upon conversion of Securities in accordance with Article XII
or upon the repurchase of Securities in accordance with Article XIV shall not be
deemed to constitute a payment or distribution on account of the principal of or
premium, if any, or Liquidated Damages, if any, on Securities or on account of
the purchase or other acquisition of Securities, and (ii) the payment, issuance
or delivery of cash (except in satisfaction of fractional shares pursuant to
Section 12.3 or 14.3(7)), property or securities (other than junior securities)
upon conversion of a Security shall be deemed to constitute payment on account
of the principal of such Security. For the purposes of this Section, the term
"junior securities" means (a) shares of any stock of any class of the Company
and securities into which the Securities are convertible pursuant to Article XII
and (b) securities of the Company which are subordinated in right of payment to
all Senior Debt that may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the



                                       96
<PAGE>

Securities are so subordinated as provided in this Article. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of the Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article XII or to exchange such Security for Common Stock in
accordance with Article XIV if the Company elects to satisfy the obligations
under Article XIV by the delivery of Common Stock.

                                  ARTICLE XIV
              REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER

SECTION 14.1             Right to Require Repurchase upon a Change in Control.
                         ----------------------------------------------------

         In the event that a Change in Control (as hereinafter defined) shall
occur, then each Holder shall have the right, at the Holder's option, but
subject to the provisions of Section 14.2, to require the Company to repurchase,
and upon the exercise of such right the Company shall repurchase, all of such
Holder's Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S. $1,000 or any integral multiple
of U.S. $1,000 in excess thereof (provided that no single Security may be
repurchased in part unless the portion of the principal amount of such Security
to be Outstanding after such repurchase is equal to U.S. $1,000 or integral
multiples of U.S. $1,000 in excess thereof), on the date (the "Repurchase Date")
that is 45 days after the date of the Company Notice (as defined in Section
14.3) at a purchase price equal to 100% of the principal amount of the
Securities to be repurchased plus accrued and unpaid Liquidated Damages, if any,
to, but excluding, the Repurchase Date (the "Repurchase Price"); provided,
however, that installments of Liquidated Damages, if any, on Securities whose
Stated Maturity is on or prior to the Repurchase Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Liquidated Damages Record Date according to their terms.
Such right to require the repurchase of the Securities shall not continue after
a discharge of the Company from its obligations with respect to the Securities
in accordance with Article IV, unless a Change in Control shall have occurred
prior to such discharge. At the option of the Company, the Repurchase Price may
be paid in cash or, subject to the fulfillment by the Company of the conditions
set forth Section 14.2, by delivery of shares of Common Stock having a fair
market value equal to the Repurchase Price. Whenever in this Indenture
(including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any
context, to the principal of any Security as of any time, such reference shall
be deemed to include reference to the Repurchase Price payable in respect of
such Security to the extent that such Repurchase Price is, was or would be so
payable at such time, and express mention of the Repurchase Price in any
provision of this Indenture shall not be construed as excluding the Repurchase
Price in those provisions of this Indenture when such express mention is not
made; provided, however, that for the purposes of Article XIII such reference
shall be deemed to include reference to the Repurchase Price only to the extent
the Repurchase Price is payable in cash.




                                       97
<PAGE>

SECTION 14.2    Conditions to the Company's Election to Pay the Repurchase Price
                ----------------------------------------------------------------
                in Common Stock.
                ----------------

         The Company may elect to pay the Repurchase Price by delivery of shares
of Common Stock pursuant to Section 14.1 if and only if the following conditions
shall have been satisfied:

         (1) The shares of Common Stock deliverable in payment of the Repurchase
Price shall have a fair market value as of the Repurchase Date of not less than
the Repurchase Price. For purposes of Section 14.1 and this Section 14.2, the
fair market value of shares of Common Stock shall be determined by the Company
and shall be equal to 95% of the average of the Closing Prices Per Share of the
Common Stock for the 5 consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Repurchase Date;

         (2) The Repurchase Price shall be paid only in cash in the event any
shares of Common Stock to be issued upon repurchase of Securities hereunder (i)
require registration under any federal securities law before such shares may be
freely transferable without being subject to any transfer restrictions under the
Securities Act upon repurchase and if such registration is not completed or does
not become effective prior to the Repurchase Date, and/or (ii) require
registration with or approval of any governmental authority under any state law
or any other federal law before such shares may be validly issued or delivered
upon repurchase and if such registration is not completed or does not become
effective or such approval is not obtained prior to the Repurchase Date;

         (3) Payment of the Repurchase Price may not be made in Common Stock
unless such stock is, or shall have been, approved for quotation on the Nasdaq
National Market or listed on a national securities exchange, in either case,
prior to the Repurchase Date; and

         (4) All shares of Common Stock that may be issued upon repurchase of
Securities will be issued out of the Company's authorized but unissued Common
Stock and, will upon issue, be duly and validly issued and fully paid and
non-assessable and free of any preemptive or similar rights.

         If all of the conditions set forth in this Section 14.2 are not
satisfied in accordance with the terms thereof, the Repurchase Price shall be
paid by the Company only in cash.

SECTION 14.3   Notices; Method of Exercising Repurchase Right, Etc.
               ----------------------------------------------------

(1) Unless the Company shall have theretofore called for redemption all of the
Outstanding Securities, on or before the 30th day after the occurrence of a
Change in Control, the Company or, at the request and expense of the Company on
or before the 15th day after such occurrence, the Trustee, shall give to all
Holders of Securities, in the manner provided in Section 1.6, notice (the
"Company Notice") of the occurrence of the Change of Control and of the
repurchase right set forth herein arising as a result thereof and the Company
shall issue a Press Release including the information required to be included in
such Company Notice hereunder. The Company shall also deliver a copy of such
Company Notice to the Trustee.



                                       98
<PAGE>

         Each Company Notice shall state:

                  (i) the Repurchase Date,

                  (ii) the date by which the repurchase right must be exercised,

                  (iii) the Repurchase Price, and whether the Repurchase Price
shall be paid by the Company in cash or by delivery of shares of Common Stock,

                  (iv) a description of the procedure that a Holder must follow
to exercise a repurchase right, and the place or places where such Securities
are to be surrendered for payment of the Repurchase Price,

                  (v) that on the Repurchase Date the Repurchase Price will
become due and payable upon each such Security designated by the Holder to be
repurchased, and that Liquidated Damages will cease to accrue on and after such
date,

                  (vi) the Conversion Rate then in effect, the date on which the
right to convert the principal amount of the Securities to be repurchased will
terminate and the place or places where such Securities may be surrendered for
conversion, and

                  (vii) the place or places that the Security certificate with
the Election of Holder to Require Repurchase as specified in Section 2.2 shall
be delivered.

         No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a repurchase right or affect
the validity of the proceedings for the repurchase of Securities.

         If any of the foregoing provisions or other provisions of this Article
XIV are inconsistent with applicable law, such law shall govern.

         (2) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the 30th day after the date of the Company Notice (i)
irrevocable written notice of the Holder's exercise of such right, which notice
shall set forth the name of the Holder, the principal amount of the Securities
to be repurchased (and, if any Security is to repurchased in part, the serial
number thereof, the portion of the principal amount thereof to be repurchased
and the name of the Person in which the portion thereof to remain Outstanding
after such repurchase is to be registered) and a statement that an election to
exercise the repurchase right is being made thereby, and, in the event that the
Repurchase Price shall be paid in shares of Common Stock, the name or names
(with addresses) in which the certificate or certificates for shares of Common
Stock shall be issued, and (ii) the Securities with respect to which the
repurchase right is being exercised. Such written notice shall be irrevocable,
except that the right of the Holder to convert the Securities with respect to
which the repurchase right is being exercised shall continue until the close of
business on the Business Day immediately preceding the Repurchase Date.




                                       99
<PAGE>

         (3) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid to the Trustee
the Repurchase Price in cash or shares of Common Stock, as provided above, for
payment to the Holder on the Repurchase Date or, if shares of Common Stock are
to be paid, on the date that is 45 days after the date of the Company's notice.

         (4) If any Security (or portion thereof) surrendered for repurchase
shall not be so paid on the Repurchase Date, each such Security shall remain
convertible into Common Stock until the principal of such Security (or portion
thereof, as the case may be) shall have been paid or duly provided for.


         (5) Any Security that is to be repurchased only in part shall be
surrendered to the Trustee (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 his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

         (6) Any issuance of shares of Common Stock in respect of the Repurchase
Price shall be deemed to have been effected immediately prior to the close of
business on the Repurchase Date and the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such repurchase shall be deemed to have become on the Repurchase Date the
holder or holders of record of the shares represented thereby; provided,
however, that any surrender for repurchase on a date when the stock transfer
books of the Company shall be closed shall constitute the Person or Persons in
whose name or names the certificate or certificates for such shares are to be
issued as the record holder or holders thereof for all purposes at the opening
of business on the next succeeding day on which such stock transfer books are
open. No payment or adjustment shall be made for dividends or distributions on
any Common Stock issued upon repurchase of any Security declared prior to the
Repurchase Date.

         (7) No fractions of shares shall be issued upon repurchase of
Securities. If more than one Security shall be repurchased from the same Holder
and the Repurchase Price shall be payable in shares of Common Stock, the number
of full shares that shall be issuable upon such repurchase shall be computed on
the basis of the aggregate principal amount of the Securities so repurchased.
Instead of any fractional share of Common Stock that would otherwise be issuable
on the repurchase of any Security or Securities, the Company will deliver to the
applicable Holder its check for the current market value of such fractional
share. The current market value of a fraction of a share is determined by
multiplying the current market price of a full share by the fraction, and
rounding the result to the nearest cent. For purposes of this Section, the
current market price of a share of Common Stock is the Closing Price Per Share
of the Common Stock on the Trading Day immediately preceding the Repurchase
Date.



                                      100
<PAGE>

         (8) Any issuance and delivery of certificates for shares of Common
Stock on repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such certificates or for any tax or duty in
respect of the issuance or delivery of such certificates or the securities
represented thereby; provided, however, that the Company shall not be required
to pay any tax or duty that may be payable in respect of (i) income of the
Holder or (ii) any transfer involved in the issuance or delivery of certificates
for shares of Common Stock in a name other than that of the Holder of the
Securities being repurchased, and no such issuance or delivery shall be made
unless and until the Person requesting such issuance or delivery has paid to the
Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

         (9) If shares of Common Stock to be delivered upon repurchase of a
Security are to be registered in a name other than that of the beneficial owner
of such Security, then such Holder must deliver to the Trustee a Surrender
Certificate, dated the date of surrender of such Restricted Security and signed
by such beneficial owner, as to compliance with the restrictions on transfer
applicable to such Restricted Security. Neither the Trustee nor any Registrar or
Transfer Agent or other agents shall be required to register in a name other
than that of the beneficial owner shares of Common Stock issued upon repurchase
of any such Restricted Security not so accompanied by a properly completed
Surrender Certificate.

         (10) All Securities delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.9.

SECTION 14.4             Certain Definitions.
                         -------------------

         For purposes of the foregoing sections of this Article XIV,

         (1) the term "beneficial owner" shall be determined in accordance with
Rule 13d-3, as in effect on the date of the original execution of this
Indenture, promulgated by the Commission pursuant to the Exchange Act;

         (2) a "Change in Control" shall be deemed to have occurred at the time,
after the original issuance of the Securities, of:

                   (i) the acquisition by any Person of beneficial ownership,
directly or indirectly, through a purchase, merger or other acquisition
transaction or series of transactions, of shares of capital stock of the Company
entitling such person to exercise 50% or more of the total voting power of all
shares of capital stock of the Company entitled to vote generally in the
elections of directors, other than any such acquisition by the Company, any
subsidiary of the Company or any employee benefit plan of the Company; or


                  (ii) any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company,
or any conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company to another Person (other than (a) any


                                      101
<PAGE>

such transaction pursuant to which the holders of 50% or more of the total
voting power of all shares of the Company's capital stock entitled to vote
generally in the election of directors immediately prior to such transaction
have the entitlement to exercise, directly or indirectly, 50% or more of the
total voting power of all shares of capital stock entitled to vote generally in
the election of directors of the continuing or surviving corporation immediately
after such transaction or (b) any transaction which is effected solely to change
the jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of Common Stock
into solely shares of common stock);

provided, however, that a Change in Control shall not be deemed to have occurred
if (I) the Closing Price Per Share of the Common Stock for any 5 Trading Days
within the period of 10 consecutive Trading Days ending immediately after the
later of the Change in Control or the public announcement of the Change in
Control (in the case of a Change in Control under clause (i) above) or the
period of 10 consecutive Trading Days ending immediately before the Change in
Control (in the case of a Change in Control under clause (ii) above) shall, in
the case of each of such 5 Trading Days, equal or exceed 105% of the Conversion
Price of the Securities in effect on each of such 5 Trading Days or (II) all of
the consideration (excluding cash payments for fractional shares and cash
payments made pursuant to dissenters' appraisal rights) in a merger or
consolidation otherwise constituting a Change in Control under clause (i) and/or
clause (ii) above consists of shares of common stock, depository receipts or
other certificates representing common equity interests traded on a national
securities exchange or quoted on the Nasdaq National Market (or will be so
traded or quoted immediately following such merger or consolidation) and as a
result of such merger or consolidation the notes become convertible into such
common stock, depository receipts or other certificates representing common
equity interests.

         (3) the term "Conversion Price" shall equal U.S. $1,000 divided by the
Conversion Rate (rounded to the nearest cent); and

         (4) for purposes of Section 14.4(2)(i), the term "Person" shall include
any syndicate or group which would be deemed to be a "person" under Section
13(d)(3) of the Exchange Act, as in effect on the date of the original execution
of this Indenture.

SECTION 14.5             Consolidation, Merger, etc.
                         --------------------------

         In the case of any merger, consolidation, conveyance, sale, transfer or
lease of all or substantially all of the assets of the Company to which Section
12.11 applies, in which the Common Stock of the Company is changed or exchanged
as a result into the right to receive shares of stock and other securities or
property or assets (including cash) which includes shares of Common Stock of the
Company or common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United States
and such shares constitute at the time such change or exchange becomes effective
in excess of 50% of the aggregate fair market value of such shares of stock and
other securities, property and assets (including cash) (as determined by the
Company,




                                      102
<PAGE>

which determination shall be conclusive and binding), then the Person formed by
such consolidation or resulting from such merger or combination or which
acquires the properties or assets (including cash) of the Company, as the case
may be, shall execute and deliver to 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) modifying the provisions of this Indenture
relating to the right of Holders to cause the Company to repurchase the
Securities following a Change in Control, including without limitation the
applicable provisions of this Article XIV and the definitions of the Common
Stock and Change in Control, as appropriate, and such other related definitions
set forth herein as determined in good faith by the Company (which determination
shall be conclusive and binding), to make such provisions apply in the event of
a subsequent Change in Control to the common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

SECTION 14.6       Repurchase at the Option of the Holder on the Purchase Date
                   -----------------------------------------------------------

         (a) General. At the option of the Holder, the Securities shall be
purchased by the Company as of July 1, 2008 (the "Purchase Date"), in whole or
in part, at 100% of the principal amount in cash, on the Purchase Date, of such
Securities to be purchased, together with accrued and unpaid Liquidated Damages,
if any, to, but excluding, the Purchase Date (the "Purchase Price") upon
delivery to the Paying Agent by the Holder, of a written notice of purchase (a
"Purchase Notice") at any time from the opening of business on the date that is
20 Business Days prior to the Purchase Date until the close of business on the
Purchase Date. The Purchase Notice shall include the following information:

                  (1) if certificated Securities have been issued, the
certificate number of the Securities that the Holder will deliver to be
purchased, or if no certificated Securities have been issued, such information
as may be required under the applicable procedures of the Depositary and the
Indenture;

                  (2) the portion of the principal amount of the Securities that
the Holder will deliver to be purchased, which portion must be $1,000 or an
integral multiple thereof;

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

                  (4) that delivery of such Security to the Paying Agent prior
to, on or after the Purchase Date (together with all necessary endorsements) (at
the offices of the Paying Agent in the case of certificated Securities or
otherwise by book-entry transfer) is a condition to receipt by the Holder of the
Purchase Price therefor; provided, however, that such Purchase Price shall be so
paid pursuant to this Section 14.6 only if the Security so delivered to the
Paying Agent shall conform in all respects to the description thereof in the
related Purchase Notice.

         The Paying Agent shall promptly notify the Company of the receipt by it
of a Purchase Notice.


                                      103
<PAGE>

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 14.6 shall be consummated by the delivery of the consideration from
the Company to the Paying Agent, to be received by the Holder promptly following
the later of the Purchase Date and the time of delivery of the Security.

         If the Paying Agent holds money or securities sufficient to pay the
Purchase Price of the Securities on the Business Day following the Purchase Date
in accordance with the terms of this Indenture, then, immediately after the
Purchase Date, the Securities will cease to be Outstanding whether or not the
Securities have been delivered to the Paying Agent. Thereafter, all other rights
of the Holders shall terminate, other than the right to receive the Purchase
Price upon delivery of the Securities.

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

         (b) Notice of Optional Repurchase. The Company is required to give
notice (the "Notice of Optional Repurchase") to the Holders on a date that is no
less that 20 Business Days prior to the Purchase Date. The Notice of Optional
Repurchase shall be delivered to all Holders at their respective addresses shown
in the Register and to beneficial owners as required by law, and shall include
the following information:

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

                  (2) that the Purchase Notice must be delivered by each Holder
electing to have the Company repurchase such Holder's Securities (or a portion
thereof) as of the Purchase Date, to the Paying Agent the Notice of Optional
Repurchase shall include a form of Purchase Notice;

                  (3) that the Securities must be surrendered (by physical
delivery at the office of the Paying Agent in the case of certificated
Securities, or otherwise by book-entry transfer) to the Paying Agent to collect
payment;

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

                  (5) a brief summary of the conversion rights of the
Securities;

                  (6) the procedures for withdrawing a Purchase Notice and a
sample form of Notice of Withdrawal; and

                  (7) the CUSIP number or numbers of the Securities being
purchased.



                                      104
<PAGE>

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

         (c) Notice of Withdrawal. Notwithstanding anything herein to the
contrary, any Holder delivering to the Paying Agent the Purchase Notice
contemplated by this Section 14.6 shall have the right to withdraw such Purchase
Notice at any time prior to the close of business on the Purchase Date by
delivery of a written notice of withdrawal (a "Notice of Withdrawal") to the
Paying Agent. The Notice of Withdrawal shall indicate the following:

                  (1) the principal amount being withdrawn;

                  (2) if certificated Securities have been issued, the
certificate numbers of the Securities being withdrawn or if certificated
Securities have not been issued, such information as may be required under the
applicable procedures of the Depositary; and

                  (3) the principal amount, if any, that remains subject to the
Purchase Notice.

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

                                   ARTICLE XV
         HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 15.1     Company to Furnish Trustee Names and Addresses of Holders.
                 ---------------------------------------------------------

         The Company will furnish or cause to be furnished to the Trustee:

         (1) if Liquidated Damages have accrued and remain unpaid, not more than
fifteen days after the Liquidated Damages Record Date, if any, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities as of such date as the Trustee may reasonably request, and

         (2) at such other times as the Trustee may reasonably 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 15.2     Preservation of Information.
                 ----------------------------
         (1) 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


                                      105
<PAGE>

in Section 15.1 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list, if any,
furnished to it as provided in Section 15.1 upon receipt of a new list so
furnished.

         (2) After this Indenture has been qualified under the Trust Indenture
Act, 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.

         (3) 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 15.3             Reports by Trustee.
                         ------------------

         (1) After this Indenture has been qualified under the Trust Indenture
Act, 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.

         (2) After this Indenture has been qualified under the Trust Indenture
Act, 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
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 15.4             Reports by Company.
                         ------------------

         After this Indenture has been qualified under the Trust Indenture Act,
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 Securities Exchange Act of 1934 shall be filed with
the Trustee within 15 days after the same is so required to be filed with the
Commission.

                                  ARTICLE XVI
         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 16.1             Indenture and Securities Solely Corporate Obligations.
                         -----------------------------------------------------

         No recourse for the payment of the principal of or premium, if any, or
Liquidated Damages, if any, on any Security and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture or in any Security, or because of the



                                      106
<PAGE>

creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, employee, agent, officer, or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
the Securities.

         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.




                                      107
<PAGE>






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

                                     REALNETWORKS, INC.

                                     By:      /s/ Robert Kimball
                                     -------------------------------------------

                                     Name:    Robert Kimball
                                     -------------------------------------------

                                     Title:   Vice President and General Counsel
                                     -------------------------------------------







                                     U.S. BANK NATIONAL ASSOCIATION,
                                     as Trustee

                                     By:      /s/ Paula Oswald
                                     -------------------------------------------

                                     Name:    Paula Oswald
                                     -------------------------------------------

                                     Title:   Vice President
                                     -------------------------------------------


<PAGE>



             ANNEX A -- Form of Unrestricted Securities Certificate


                       UNRESTRICTED SECURITIES CERTIFICATE

    (For removal of Restricted Securities Legend pursuant to Section 3.5(3))


U.S. BANK NATIONAL ASSOCIATION
550 S. Hope Street, Suite 500
Los Angeles, California 90071
Attention:  Corporate Trust Services

    RE:     ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE JULY 1, 2010, OF
            REALNETWORKS, INC. (THE "SECURITIES")

         Reference is made to the Indenture, dated as of June 17, 2003 (the
"Indenture"), from REALNETWORKS, INC. (the "Company") to U.S. BANK NATIONAL
ASSOCIATION, as Trustee. Terms used herein and defined in the Indenture or in
Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used
herein as so defined.

         This certificate relates to U.S.$_______________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                CUSIP No.
                         -----------------------------------

                CERTIFICATE No(s).
                                  --------------------------

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the exchange is occurring after a period of at least two years has elapsed since
the date the Specified Securities were acquired from the Company or from an
"affiliate" (as such term is defined in Rule 144) of the Company, whichever is
later, and the Owner is not, and during the preceding three months has not been,
an affiliate of the Company. The Owner also acknowledges that any future
transfers of the Specified Securities must comply with all applicable securities
laws of the states of the United States and other jurisdictions.



<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchaser.

Dated: ______________

(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)

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

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                      -2-

<PAGE>






                    ANNEX B -- Form of Surrender Certificate

         In connection with the certification contemplated by Section 12.2 or
14.3(9) relating to compliance with certain restrictions relating to transfers
of Restricted Securities, such certification shall be provided substantially in
the form of the following certificate, with only such changes thereto as shall
be approved by the Company and Goldman, Sachs & Co.:

                                   CERTIFICATE

                               REALNETWORKS, INC.

           ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE JULY 1, 2010

         This is to certify that as of the date hereof with respect to U.S.
$______ principal amount of the above-captioned securities surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
conversion or repurchase where the securities issuable upon such conversion or
repurchase are to be registered in a name other than that of the undersigned
Holder (each such transaction being a "transfer"), the undersigned Holder (as
defined in the Indenture) certifies that the transfer of Surrendered Securities
associated with such transfer complies with the restrictive legend set forth on
the face of the Surrendered Securities for the reason checked below:

_________         The transfer of the Surrendered Securities complies with
                  Rule 144A under the Securities Act; or

_________         The transfer of the Surrendered Securities complies with Rule
                  144 under the United States Securities Act of 1933, as amended
                  (the "Securities Act"); or

_________         The transfer of the Surrendered Securities has been made to an
                  institution that is an "accredited investor" within the
                  meaning of Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act in a transaction exempt from the registration
                  requirements of the Securities Act and a signed letter
                  containing certain representations and agreements relating to
                  restrictions on transfer of the Securities (and if such
                  transfer is for an aggregate principal amount less than
                  $250,000 an opinion of counsel acceptable to the Company if
                  requested by the Company, that such transfer is exempt from
                  registration; or

_________         The transfer of the Surrendered Securities has been made
                  pursuant to an exemption from registration under the
                  Securities Act and an opinion of counsel has been delivered to
                  the Company with respect to such transfer.

[Name of Holder]

Dated:
       -------------------------------------
*To be dated the date of surrender