<PAGE>

                                                                    EXHIBIT 4.6
-------------------------------------------------------------------------------

                            ACT MANUFACTURING, INC.

                       7% CONVERTIBLE SUBORDINATED NOTES
                               DUE APRIL 15, 2007

                                 ______________

                                   INDENTURE
                           DATED AS OF APRIL 18, 2000
                                 ______________

                               STATE STREET BANK
                               AND TRUST COMPANY,
                                   AS TRUSTEE

-------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                              Page
                                                                                                                              ----
<S>                                                                                                                           <C>
ARTICLE I - DEFINITIONS AND INCORPORATION BY REFERENCE....................................................................     1
     SECTION 1.1.   Definitions...........................................................................................     1
     SECTION 1.2.   Other Definitions.....................................................................................     6
     SECTION 1.3.   Trust Indenture Act Provisions........................................................................     7
     SECTION 1.4.   Rules of Construction.................................................................................     8
ARTICLE 2 - THE SECURITIES................................................................................................     8
     SECTION 2.1.   Form and Dating.......................................................................................     8
     SECTION 2.2.   Execution and Authentication..........................................................................     9
     SECTION 2.3.   Registrar, Paying Agent and Conversion Agent..........................................................     10
     SECTION 2.4.   Paying Agent to Hold Money in Trust...................................................................     11
     SECTION 2.5.   Securityholder Lists..................................................................................     11
     SECTION 2.6.   Transfer and Exchange.................................................................................     11
     SECTION 2.7.   Replacement Securities................................................................................     12
     SECTION 2.8.   Outstanding Securities................................................................................     13
     SECTION 2.9.   Treasury Securities...................................................................................     14
     SECTION 2.10.  Temporary Securities..................................................................................     14
     SECTION 2.11.  Cancellation..........................................................................................     14
     SECTION 2.12.  Additional Transfer and Exchange Requirements.........................................................     15
     SECTION 2.13.  CUSIP Numbers.........................................................................................     21
ARTICLE 3 - REDEMPTION AND PURCHASES......................................................................................     21
     SECTION 3.1.   Right of Provisional Redemption; Notice to Trustee....................................................     21
     SECTION 3.2.   Right of Optional Redemption; Notice to Trustee.......................................................     22
     SECTION 3.3.   Selection of Securities to Be Redeemed................................................................     22
     SECTION 3.4.   Notice of Redemption..................................................................................     22
     SECTION 3.5.   Effect of Notice of Redemption........................................................................     24
     SECTION 3.6.   Deposit of Redemption Price...........................................................................     24
     SECTION 3.7.   Securities Redeemed in Part...........................................................................     24
     SECTION 3.8.   Conversion Arrangement on Call for Redemption.........................................................     24
     SECTION 3.9.   Change in Control.....................................................................................     25
     SECTION 3.10.  Effect of Change in Control Purchase Notice...........................................................     28
     SECTION 3.11.  Deposit of Change in Control Payment..................................................................     29
     SECTION 3.12.  Securities Purchased in Part..........................................................................     29
     SECTION 3.13.  Compliance with Securities Laws upon Purchase of Securities...........................................     29
     SECTION 3.14.  Repayment to the Company..............................................................................     30
ARTICLE 4 - CONVERSION....................................................................................................     30
     SECTION 4.1.   Conversion Privilege..................................................................................     30
     SECTION 4.2.   Conversion Procedure..................................................................................     31
     SECTION 4.3.   Fractional Shares.....................................................................................     32
     SECTION 4.4.   Taxes on Conversion...................................................................................     32
     SECTION 4.5.   Company to Provide Stock..............................................................................     32
     SECTION 4.6.   Adjustment of Conversion Price........................................................................     33
     SECTION 4.7.   No Adjustment.........................................................................................     38
     SECTION 4.8.   Adjustment for Tax Purposes...........................................................................     39
     SECTION 4.9.   Notice of Adjustment..................................................................................     39
     SECTION 4.10.  Notice of Certain Transactions........................................................................     39
     SECTION 4.11.  Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege.....................     40
     SECTION 4.12.  Trustee's Disclaimer..................................................................................     41
     SECTION 4.13.  Voluntary Reduction...................................................................................     41
ARTICLE 5 - SUBORDINATION.................................................................................................     41
     SECTION 5.1.   Securities Subordinated to Senior Indebtedness........................................................     41
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                           <C>
     SECTION 5.2.   Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation,
                    Reorganization, Etc. of the Company..................................................................      41
     SECTION 5.3.   Holders to Be Subrogated to Right of Holders of Senior Indebtedness..................................      43
     SECTION 5.4.   Obligations of the Company Unconditional.............................................................      43
     SECTION 5.5.   Company Not to Make Payment with Respect to Securities in Certain Circumstances......................      44
     SECTION 5.6.   Notice to Trustee....................................................................................      45
     SECTION 5.7.   Application by Trustee of Money Deposited with It....................................................      46
     SECTION 5.8.   Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness..      46
     SECTION 5.9.   Trustee to Effectuate Subordination..................................................................      46
     SECTION 5.10.  Right of Trustee to Hold Senior Indebtedness.........................................................      47
     SECTION 5.11.  Article 5 Not to Prevent Events of Default...........................................................      47
     SECTION 5.12.  No Fiduciary Duty Created to Holders of Senior Indebtedness..........................................      47
     SECTION 5.13.  Article Applicable to Paying Agents..................................................................      47
ARTICLE 6 - COVENANTS....................................................................................................      47
     SECTION 6.1.   Payment of Securities................................................................................      47
     SECTION 6.2.   SEC Reports..........................................................................................      48
     SECTION 6.3.   Compliance Certificates..............................................................................      48
     SECTION 6.4.   Further Instruments and Acts.........................................................................      49
     SECTION 6.5.   Maintenance of Corporate Existence...................................................................      49
     SECTION 6.6.   Registration Rights..................................................................................      49
ARTICLE 7 - SUCCESSOR CORPORATION........................................................................................      50
     SECTION 7.1.   When Company May Merge, Etc..........................................................................      50
     SECTION 7.2.   Successor Corporation Substituted....................................................................      51
     SECTION 7.3.   Limitation on Applicability..........................................................................      51
ARTICLE 8 - DEFAULT AND REMEDIES.........................................................................................      51
     SECTION 8.1.   Events of Default....................................................................................      51
     SECTION 8.2.   Acceleration.........................................................................................      53
     SECTION 8.3.   Other Remedies.......................................................................................      53
     SECTION 8.4.   Waiver of Defaults and Events of Default.............................................................      53
     SECTION 8.5.   Control by Majority..................................................................................      54
     SECTION 8.6.   Limitations on Suits.................................................................................      54
     SECTION 8.7.   Rights of Holders to Receive Payment and to Convert..................................................      54
     SECTION 8.8.   Collection Suit by Trustee...........................................................................      55
     SECTION 8.9.   Trustee May File Proofs of Claim.....................................................................      55
     SECTION 8.10.  Priorities...........................................................................................      55
     SECTION 8.11.  Undertaking for Costs................................................................................      56
     SECTION 8.12.  Waiver of Usury, Stay or Extension Laws..............................................................      56
ARTICLE 9 - TRUSTEE......................................................................................................      56
     SECTION 9.1.   Duties of Trustee....................................................................................      56
     SECTION 9.2.   Rights of Trustee....................................................................................      58
     SECTION 9.3.   Individual Rights of Trustee.........................................................................      59
     SECTION 9.4.   Trustee's Disclaimer.................................................................................      59
     SECTION 9.5.   Notice of Default or Events of Default...............................................................      59
     SECTION 9.6.   Reports by Trustee to Holders........................................................................      59
     SECTION 9.7.   Compensation and Indemnity...........................................................................      60
     SECTION 9.8.   Replacement of Trustee...............................................................................      60
     SECTION 9.9.   Successor Trustee by Merger, Etc.....................................................................      61
     SECTION 9.10.  Eligibility; Disqualification........................................................................      62
     SECTION 9.11.  Preferential Collection of Claims Against Company....................................................      62
ARTICLE 10 - SATISFACTION AND DISCHARGE OF INDENTURE.....................................................................      62
     SECTION 10.1.  Satisfaction and Discharge of Indenture..............................................................      62
     SECTION 10.2.  Application of Trust Money...........................................................................      63
     SECTION 10.3.  Repayment to Company.................................................................................      63
</TABLE>


                                      ii
<PAGE>

<TABLE>
<S>                                                                                                                           <C>
     SECTION 10.4.  Reinstatement............................................................................................  64
ARTICLE 11 - AMENDMENTS, SUPPLEMENTS AND WAIVERS.............................................................................  64
     SECTION 11.1.  Without Consent of Holders...............................................................................  64
     SECTION 11.2.  With Consent of Holders..................................................................................  65
     SECTION 11.3.  Compliance with Trust Indenture Act......................................................................  66
     SECTION 11.4.  Revocation and Effect of Consents........................................................................  66
     SECTION 11.5.  Notation on or Exchange of Securities....................................................................  66
     SECTION 11.6.  Trustee to Sip Amendments, Etc...........................................................................  66
ARTICLE 12 - MISCELLANEOUS...................................................................................................  67
     SECTION 12.1.  Trust Indenture Act Controls.............................................................................  67
     SECTION 12.2.  Notices..................................................................................................  67
     SECTION 12.3.  Communications by Holders with Other Holders.............................................................  68
     SECTION 12.4.  Certificate and Opinion as to Conditions Precedent.......................................................  68
     SECTION 12.5.  Record Date for Vote or Consent of Securityholders.......................................................  69
     SECTION 12.6.  Rules by Trustee, Paying Agent, Registrar and Conversion Agent...........................................  69
     SECTION 12.7.  Legal Holidays...........................................................................................  70
     SECTION 12.8.  Governing Law............................................................................................  70
     SECTION 12.9.  No Adverse Interpretation of Other Agreements............................................................  70
     SECTION 12.10. No Recourse Against Others...............................................................................  70
     SECTION 12.11. Successors...............................................................................................  70
     SECTION 12.12. Multiple Counterparts....................................................................................  70
     SECTION 12.13. Separability.............................................................................................  70
     SECTION 12.14. Table of Contents, Headings, Etc.........................................................................  70
</TABLE>

                                      iii
<PAGE>

                            CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>

TIA                                                            INDENTURE
SECTION                                                          SECTION
-------                                                        ---------
<S>                                                      <C>
Section 310(a)(1)......................................             9.10
           (a)(2)......................................             9.10
           (a)(3)......................................             N.A.**
           (a)(4)......................................             N.A.
           (a)(5)......................................             9.10
           (b).........................................        9.8; 9.10
           (c).........................................             N.A.
Section 311(a).........................................             9.11
           (b).........................................             9.11
           (c).........................................             N.A.
Section 312(a).........................................             2.5
           (b).........................................            12.3
           (c).........................................            12.3
Section 313(a).........................................             9.6
           (b)(1)......................................             N.A.
           (b)(2)......................................             9.6
           (c).........................................       9.6; 12.2
           (d).........................................             9.6
Section 314(a).........................................  6.2; 6.4; 12.2
           (b).........................................             N.A.
           (c)(1)......................................            12.4(a)
           (c)(2)......................................            12.4(a)
           (c)(3)......................................             N.A.
           (d).........................................             N.A.
           (e).........................................            12.4(b)
           (f).........................................             N.A.
Section 315(a).........................................             9.1(b)
           (b).........................................       9.5; 12.2
           (c).........................................             9.1(a)
           (d).........................................             9.1(c)
           (e).........................................             8.11
Section 316(a) (last sentence).........................             2.9
           (a)(1)(A)...................................             8.5
           (a)(1)(B)...................................             8.4
           (a)(2)......................................             N.A.
</TABLE>

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

**   N.A. means Not Applicable.

                                      iv
<PAGE>

<TABLE>
<S>                                                             <C>
           (b).............................................     8.7
           (c).............................................    12.5
Section 317(a)(1)..........................................     8.8
           (a)(2)..........................................     8.9
           (b).............................................     2.4
</TABLE>

                                       v
<PAGE>

     THIS INDENTURE dated as of April 18, 2000 is between ACT MANUFACTURING,
INC., a Massachusetts corporation (the "Company"), and State Street Bank and
Trust Company, a trust company duly organized and existing under the laws of the
Commonwealth of Massachusetts, as Trustee (the "Trustee").

     In consideration of the premises and the purchase of the Securities by the
Holders thereof, both parties agree as follows for the benefit of the other and
for the equal and ratable benefit of the registered Holders of the Company's 7%
Convertible Subordinated Notes due April 15, 2007.


            ARTICLE I - DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1.  Definitions.

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

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

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

     "Board of Directors" means the board of directors of the Company or any
      ------------------
authorized committee of the Board of Directors.

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

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

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

     "Cash" or "cash" means such coin or currency of the United States as at any
      ----      ----
time of payment is legal tender for the payment of public and private debts.
<PAGE>

     "Certificated Security" means a Security that is in substantially the form
      ---------------------
attached hereto as Exhibit A and that does not include the information or the
                   ---------
schedule called for by footnotes 1, 3 and 5 thereof.

     "Common Stock" means the common stock of the Company, par value $.01 per
      ------------
share, as it exists on the date of this Indenture and any shares of any class or
classes of capital stock of the Company resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
                -----------------
one such resulting class, the shares of each such class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

     "Company" means the party named as such in this Indenture until a successor
      -------
replaces it pursuant to this Indenture, and thereafter means the successor.

     "Corporate Trust Office" means the principal office of the Trustee at which
      ----------------------
at any particular time its corporate trust business shall be administered which
office at the date of the execution of this Indenture is located at 2 Avenue de
Lafayette, Boston, Massachusetts 02111, Attention: Corporate Trust Department or
at any other time at such other address as the Trustee may designate from time
to time by notice to the Company.

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

     "Default" or "default" means, when used with respect to the Securities, any
      -------      -------
event which is or, after notice or passage of time or both, would be an Event of
Default.

     "Final Maturity Date" means April 15, 2007.
      -------------------

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

                                       2
<PAGE>

     "Global Security" means a permanent global Security that is in
      ---------------
substantially the form attached hereto as Exhibit A and that includes the
                                          ---------
information and schedule called for by footnotes 1, 3 and 5 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

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

     "Indebtedness" means, with respect to any Person, without duplication: (a)
      ------------
all liabilities of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade accounts payable and other
current liabilities incurred in the ordinary course of business; (b) all
obligations of such Person evidenced by bonds, notes, debentures, or other
similar instruments; (c) all Capital Lease Obligations of such Person; (d) all
guarantees of Indebtedness referred to in this definition by such Person; (e)
all obligations of such Person under or in respect of Currency Agreements and
Interest Rate Agreements of such Person; and (f) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) through (e) above.

     "Indenture" means this Indenture as amended or supplemented from time to
      ---------
time pursuant to the terms of this Indenture.

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

     "Issue Date" means April 18, 2000.
      ----------

     "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
      -------
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Controller, the Clerk or any
Assistant Clerk of the Company.

     "Officers' Certificate" means a certificate signed by two Officers;
      ---------------------
provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
--------  -------
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

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

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

     "Principal" or "principal" of a debt security, including the Securities,
      ----------     ---------
means the principal of the security plus, when appropriate, the premium, if any,
on the security.

                                       3
<PAGE>

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

     "Redemption Price" when used with respect to any Security to be redeemed,
      ----------------
means the price fixed for such redemption pursuant to this Indenture, as set
forth in the form of Security annexed as Exhibit A hereto.
                                         ---------

     "Registration Rights Agreement" means the Registration Rights Agreement,
      -----------------------------
dated as of April 12, 2000, among the Company and Credit Suisse First Boston
Corporation, Salomon Smith Barney Inc, Chase Securities Inc. and SG Cowen
Securities Corporation.

     "Regulation S" means Rules 901 through 905, inclusive (and any successor
      ------------
rules therefor), under the Securities Act.

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

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

     "Rule 144" means Rule 144 under the Securities Act or any successor to such
      --------
Rule.

     "Rule 144A" means Rule 144A under the Securities Act or any successor to
      ---------
such Rule.

     "SEC" or "Commission" means the Securities and Exchange Commission.
      ----    ------------

     "Securities" means the 7% Convertible Subordinated Notes due April 15, 2007
      ----------
or any of them (each, a "Security"), as amended or supplemented from time to
                        ---------
time, that are issued under this Indenture.

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

     "Securities Custodian" means the Trustee, as custodian with respect to the
      --------------------
Securities in global form, or any successor thereto.

     "Senior Indebtedness" means the principal of and premium, if any, interest
      -------------------
(including, without limitation, interest accruing subsequent to the filing of,
or which would have accrued but for the filing of, a petition for bankruptcy,
whether or not the interest is an allowable claim in the bankruptcy proceeding),
and other amounts payable on or in respect of any Indebtedness of the Company,
whether outstanding on the date of this Indenture or thereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to, or shall be junior in right of payment to, or shall be pari
passu in right of payment with, the Securities.  Notwithstanding the foregoing,
"Senior

                                       4
<PAGE>

Indebtedness" shall not include: (a) Indebtedness evidenced by the Securities;
(b) Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code (or any successor provision
thereto), is without recourse to the Company; (c) trade accounts payable or
other current liabilities incurred in the ordinary course of business; (d)
Indebtedness of or amounts owed by the Company for compensation to employees or
for services rendered to the Company; (e) any liability for federal, state,
local or other taxes owed or owing by the Company; (f) Indebtedness of the
Company to a Subsidiary or an Affiliate of the Company; and (g) amounts owing
under leases (other than Capital Lease Obligations).

     "Shelf Registration Statement" means that certain registration statement to
      ----------------------------
be filed by the Company pursuant to the Registration Rights Agreement to
register resales of the Securities and the shares of Common Stock issuable upon
conversion of the Securities.

     "Significant Subsidiary" means any Subsidiary of the Company that would be
      ----------------------
a "significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission, as such Rule is in effect on the
date of this Indenture.

     "Subsidiary" means, in respect of any Person, any corporation, association,
      ----------
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers, general partners or trustees
thereof is at the time owned or controlled, directly or indirectly, by: (i) such
Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii)
one or more Subsidiaries of such Person.

     "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939, as
      ---      -------------------
amended, as in effect on the date of this Indenture, except as provided in
Section 11.3, and except to the extent any amendment to the Trust Indenture Act
expressly provides for application of the Trust Indenture Act as in effect on
another date.

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

     "Transfer Restricted Securities" means each Security until (i) the date on
      ------------------------------
which the resale of such Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (ii) the date on which such Security is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act.

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

     "Trust Officer" means, with respect to the Trustee, any officer assigned to
      -------------
the Corporate Trust Office, including any vice president, assistant vice
president, assistant treasurer, assistant

                                       5
<PAGE>

secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above-designated officers and having
direct responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     "Unrestricted Certificated Security" means a Certificated Security which is
      ----------------------------------
not a Transfer Restricted Security.

     "Unrestricted Global Security" means a Global Security which is not a
      ----------------------------
Transfer Restricted Security.

     "Voting Stock" of a Person means all classes of Capital Stock or other
      ------------
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

SECTION 1.2.  Other Definitions.

<TABLE>
<CAPTION>
                                                                     Defined
                                                                    in Section
                                                                    ----------
<S>                                                                 <C>

"Additional Interest"..............................................   6.6
"Agent Members"....................................................   2.1
"Bankruptcy Law"...................................................   8.1
"Change in Control"................................................   3.9
"Change in Control Payment"........................................   3.9
"Change in Control Payment Date"...................................   3.9
"Change in Control Purchase Notice"................................   3.9
"closing price"....................................................   4.6
"Company Order"....................................................   2.2
"Conversion Agent".................................................   2.3
"Conversion Date"..................................................   4.2
"Conversion Price".................................................   4.6
"current market price".............................................   4.6
"Custodian"........................................................   8.1
"Default Notice"...................................................   5.5
"Depositary".......................................................   2.1
"Determination Date"...............................................   4.6
"DTC"..............................................................   2.1
"Event of Default".................................................   8.1
"Exchange Act".....................................................  2.12
"Expiration Date"..................................................   4.6
"Expiration Time"..................................................   4.6
"Legal Holiday"....................................................  12.7
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                                                   <C>
"Make-Whole Payment"...............................................   3.1
"NMM"..............................................................   4.5
"Paying Agent".....................................................   2.3
"Primary Registrar"................................................   2.3
"Provisional Redemption"...........................................   3.1
"Purchase Agreement"...............................................   2.1
"Purchased Shares".................................................   4.6
"QIB"..............................................................   2.1
"Redemption Notice Date"...........................................   3.1
"Registrar"........................................................   2.3
"Registration Default".............................................   6.6
"Transfer Certificate".............................................  2.12
"Transfer Restricted Security".....................................  2.12
"Triggering Distribution"..........................................   4.6
</TABLE>

     SECTION 1.3.  Trust Indenture Act Provisions.

     Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture.  The Indenture
shall also include those provisions of the TIA required to be included herein by
the provisions of the Trust Indenture Reform Act of 1990.  The following TIA
terms used in this Indenture have the following meanings:

     "indenture securities" means the Securities;

     "indenture security holder" means a Securityholder;

     "indenture to be qualified" means this Indenture;

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

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

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

     SECTION 1.4.  Rules of Construction.

     Unless the context otherwise requires:

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

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

                                       7
<PAGE>

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

          (4) provisions apply to successive events and transactions;

          (5) the term "merger" includes a statutory share exchange and the
              term "merged" has a correlating meaning;

          (6) the masculine gender includes the feminine and the neuter;

          (7) references to agreements and other instruments include subsequent
              amendments thereto; and

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

                           ARTICLE 2 - THE SECURITIES

     SECTION 2.1.  Form and Dating

     The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
                                                   ---------
incorporated in and made a part of this Indenture.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Security shall be dated the date of its authentication.  The
Securities are being offered and sold by the Company pursuant to a Purchase
Agreement, dated April 12, 2000 (the "Purchase Agreement"), among the Company
                                      ------------------
and Credit Suisse First Boston Corporation, Salomon Smith Barney Inc, Chase
Securities Inc. and SG Cowen Securities Corporation, in transactions exempt
from, or not subject to, the registration requirements of the Securities Act.

          (a) Restricted Global Securities.  All of the Securities are initially
              ----------------------------
being offered and sold to (i) qualified institutional buyers as defined in Rule
144A (collectively, "QIBs" or individually, a "QIB") in reliance on Rule 144A
                     ----                      ---
under the Securities Act and (ii) certain persons in offshore transactions in
reliance on Regulation S, and shall be issued initially in the form of one or
more Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
          ---
referred to as the "Depositary"), and registered in the name of its nominee,
                    ----------
Cede & Co., duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The aggregate principal amount of the Restricted Global
Security may from time to time be increased or decreased by adjustments made on
the records of the Securities Custodian as hereinafter provided, subject in each
case to compliance with the Applicable Procedures.

                                       8
<PAGE>

          (b) Global Securities in General.  Each Global Security shall
              ----------------------------
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions, purchases or
conversions of such Securities.  Any endorsement of a Global Security to reflect
the amount of any increase or decrease in the amount of outstanding Securities
represented thereby shall be made by the Securities Custodian in accordance with
the standing instructions and procedures existing between the Depositary and the
Securities Custodian.

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

          (c) Certificated Securities.  Certificated Securities shall be issued
              -----------------------
only under the limited circumstances provided in Section 2.12(a)(1) hereof.

     SECTION 2.2.  Execution and Authentication.

     An Officer shall sign the Securities for the Company by manual or facsimile
signature.  The Company's seal or a facsimile thereof shall be affixed to or
reproduced on the Securities and attested by the manual or facsimile signature
of the Clerk or an Assistant Clerk of the Company.  Typographic and other minor
errors or defects in any such reproduction of the seal or any such facsimile
signature shall not affect the validity or enforceability of any Security which
has been authenticated and delivered by the Trustee.

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

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

     The Trustee shall authenticate and make available for delivery Securities
for original issue in the aggregate principal amount of up to $90,000,000 (plus
up to an additional $10,000,000 aggregate principal amount issuable upon
exercise of the option described in the Purchase Agreement, as confirmed by the
Company) upon receipt of a written order or orders of the Company signed by two
officers of the Company (a "Company Order").  The Company Order
                            -------------

                                       9
<PAGE>

shall specify the amount of Securities to be authenticated (and if the amount
specified is in excess of $90,000,000, such Company Order shall certify that the
option described in the Purchase Agreement has been exercised), shall provide
that all such Securities will be represented by a Restricted Global Security and
the date on which each original issue of Securities is to be authenticated. The
aggregate principal amount of Securities outstanding at any time may not exceed
$100,000,000, except as provided in Section 2.7.

     The Trustee shall act as the initial authenticating agent.  Thereafter, the
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

     The Securities shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiple thereof.

     SECTION 2.3.  Registrar, Paying Agent and Conversion Agent.

     The Company shall maintain one or more offices or agencies where Securities
may be presented for registration of transfer or for exchange (each, a
"Registrar"), one or more offices or agencies where Securities may be presented
 ---------
for payment (each, a "Paying Agent"), and one or more offices or agencies where
                      ------------
Securities may be presented for conversion (each, a "Conversion Agent").  The
                                                     ----------------
Company will at all times maintain a Paying Agent, Conversion Agent and
Registrar in the Borough of Manhattan, the City of New York.  One of the
Registrars (the "Primary Registrar") shall keep a register of the Securities and
                 -----------------
of their transfer and exchange.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture (and which is not an Affiliate of the Trustee).
The agreement shall implement the provisions of this Indenture that relate to
such Agent.  The Company shall notify the Trustee of the name and address of any
Agent not a party to this Indenture.  If the Company fails to maintain a
Registrar, Paying Agent or Conversion Agent, or fails to give the foregoing
notice, the Trustee, acting at and through its Corporate Trust Office, shall act
as such (provided that the foregoing shall not be construed to obligate the
         --------
Trustee to maintain any office in the City of New York).  The Company or any
Affiliate of the Company may act as Paying Agent (except for the purposes of
Section 6.1 and Article 10).

     The Company initially appoints State Street Bank and Trust Company, N.A.
(an Affiliate of the Trustee), acting through its offices located at 61
Broadway, New York, New York 10005, as an office or agency in the Borough of
Manhattan, City of New York, at which Securities may be presented for transfer
or exchange, payment and/or conversion.

     SECTION 2.4.  Paying Agent to Hold Money in Trust.

                                       10
<PAGE>

     Prior to 10:00 a.m., New York City time, on each due date of the principal
of or interest on any Securities, the Company shall deposit with a Paying Agent
a sum sufficient to pay such principal or interest so becoming due.  Subject to
Section 5.7, a Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of the principal of or premium, if any, or interest on the Securities,
and shall notify the Trustee of any default by the Company (or any other obligor
on the Securities) in making any such payment.  If the Company or an Affiliate
of the Company acts as Paying Agent, it shall, before 10:00 a.m., New York City
time, on each due date of the principal of or interest on any Securities,
segregate the money and hold it as a separate trust fund.  The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee, and
the Trustee may at any time during the continuance of any default, upon written
request to a Paying Agent, require such Paying Agent to forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.  Upon doing so, the
Paying, Agent (other than the Company) shall have no further liability for the
money.

     SECTION 2.5.  Securityholder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders.  If the Trustee is not the Primary Registrar, the Company shall
furnish to the Trustee on or before each semiannual interest payment date and at
such other times as the Trustee may request in writing a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders.

     SECTION 2.6.  Transfer and Exchange.

          (a) Subject to compliance with any applicable additional requirements
contained in Section 2.12, when a Security is presented to a Registrar with a
request to register a transfer thereof or to exchange such Security for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested; provided,
                                                               ---------
however, that every Security presented or surrendered for registration of
-------
transfer or exchange shall be duly endorsed or accompanied by an assignment form
and, if applicable, a Transfer Certificate, each in form satisfactory to the
Registrar duly executed by the Holder thereof or its attorney duly authorized in
writing.  To permit registration of transfers and exchanges, upon surrender of
any Security for registration of transfer or exchange at an office or agency
maintained pursuant to Section 2.3, the Company shall execute and the Trustee
shall authenticate Securities of a like aggregate principal amount at the
Registrar's request.  No charge shall be made for any exchange or transfer, but
the Company or the Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto,
other than any exchange pursuant to Section 2.10, 2.12(a)(1), 3.7, 3.12, 4.2
(last paragraph) or 11.5 not involving any transfer.

     Neither the Company, any Registrar nor the Trustee shall be required to
exchange or register a transfer of (a) any Securities for a period of 15 days
next preceding any mailing of a notice of Securities to be redeemed, (b) any
Securities or portions thereof selected or called for

                                       11
<PAGE>

redemption (except, in the case of redemption of a Security in part, the portion
not to be redeemed) or (c) any Securities or portions thereof in respect of
which a Change in Control Purchase Notice has been delivered and not withdrawn
by the Holder thereof (except, in the case of the purchase of a Security in
part, the portion not to be purchased).

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

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

          (c) Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

     Neither the Registrar nor the Trustee shall have any obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security (including any transfers between or
among, Depositary participants or beneficial owners of interests in any Global
Security); except that upon presentment to the Registrar of a Security with a
request to register a transfer thereof, the Registrar shall require delivery of
such certificates (and other documentation or evidence, if applicable), as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     SECTION 2.7.  Replacement Securities.

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

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

                                       12
<PAGE>

     Upon the issuance of any new Securities under this Section 2.7, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

     Every new Security issued pursuant to this Section 2.7 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

     The provisions of this Section 2.7 are (to the extent lawful) exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

     SECTION 2.8.  Outstanding Securities.

     Securities outstanding at any time are all Securities authenticated by the
Trustee, except for those canceled by it, those delivered to it for cancellation
and those described in this Section 2.8 as not outstanding.

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

     If a Paying Agent (other than the Company or an Affiliate of the Company)
holds on a Redemption Date, a Change in Control Payment Date or the Final
Maturity Date money sufficient to pay the principal of and premium, if any, and
accrued interest on Securities (or portions thereof) payable on that date, then
on and after that date such Securities (or portions thereof, as the case may be)
cease to be outstanding and interest on them ceases to accrue.

     Subject to the restrictions contained in Section 2.9, a Security does not
cease to be outstanding because the Company or any other obligor on the
Securities or any Affiliate of the Company or of such other obligor holds the
Security.

     SECTION 2.9.  Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded.  Securities so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to the Securities and that the

                                       13
<PAGE>

pledgee is not the Company or any other obligor on the Securities or any
Affiliate of the Company or of such other obligor.

     SECTION 2.10. Temporary Securities.

     Until definitive Securities are ready for delivery, the Company may prepare
and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities.

     SECTION 2.11. Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, payment or conversion. The Trustee and no one else shall
cancel, in accordance with its standard procedures, all Securities surrendered
for transfer, exchange, redemption, payment, conversion or cancellation and
shall deliver the canceled Securities to the Company. All Securities which are
redeemed, purchased or otherwise acquired by the Company or any of its
Subsidiaries prior to the Final Maturity Date shall be delivered to the Trustee
for cancellation and the Company may not hold or resell such Securities or issue
any new Securities to replace any such Securities or any Securities that any
Holder has converted pursuant to Article 4. Without limitation to the foregoing,
any Securities acquired by any investment bankers or other purchasers pursuant
to Section 3.8 shall be surrendered for conversion and thereafter canceled, and
may not be reoffered, sold or otherwise transferred.

     SECTION 2.12. Additional Transfer and Exchange Requirements.

          (a)  Transfer and Exchange of Global Securities
               ------------------------------------------

               (1)  Certificated Securities shall be issued in exchange for
          interests in the Global Securities only if (x) the Depositary notifies
          the Company that it is unwilling or unable to continue as depositary
          for the Global Securities or if it at any time ceases to be a
          "clearing agency" registered under the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), if so required by applicable
                                 ------------
          law or regulation and a successor depositary is not appointed by the
          Company within 90 days, or (y) an Event of Default has occurred and is
          continuing. In either case, the Company shall execute, and the Trustee
          shall, upon receipt of a Company Order (which the Company agrees to
          deliver promptly), authenticate and deliver Certificated Securities in
          an aggregate principal amount equal to the principal amount of such
          Global Securities in exchange therefor. Only Restricted Certificated
          Securities shall be issued in exchange for beneficial interests in
          Restricted Global Securities, and only Unrestricted Certificated

                                       14
<PAGE>

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

               (2)  Notwithstanding any other provisions of this Indenture other
          than the provisions set forth in Section 2.12(a)(1), a Global Security
          may not be transferred as a whole except by the Depositary to a
          nominee of the Depositary or by a nominee of the Depositary to the
          Depositary or another nominee of the Depositary or by the Depositary
          or any such nominee to a successor Depositary or a nominee of such
          successor Depositary.

          (b)  Transfer and Exchange of Certificated Securities. When
               ------------------------------------------------
Certificated Securities are presented by a Holder to a Registrar with a request:

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

               (y)  to exchange such Certificated Securities for an equal
          principal amount of Certificated Securities of other authorized
          denominations;

such Registrar shall register the transfer or make the exchange as requested;
provided, however, that the Certificated Securities presented or surrendered for
-----------------
register of transfer or exchange:

               (1)  shall be duly endorsed or accompanied by a written
          instrument of transfer in accordance with the proviso to the first
          paragraph of Section 2.6; and

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

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

                    (B)  if such Restricted Certificated Security is being
               transferred to a person the Holder reasonably believes is a QIB
               in accordance with Rule 144A or pursuant to an effective
               registration statement under the

                                       15
<PAGE>

               Securities Act, a certification to that effect from such Holder
               (in substantially the form set forth in the Transfer
               Certificate); or

                    (C)  if such Restricted Certificated Security is being
               transferred (i) pursuant to an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144 or
               (ii) pursuant to an exemption from the registration requirements
               of the Securities Act (other than pursuant to Rule 144A or Rule
               144) and as a result of which, in the case of a Security
               transferred pursuant to this clause (ii), such Security shall
               cease to be a i 6 restricted security" within the meaning of Rule
               144, a certification to that effect from the Holder (in
               substantially the form set forth in the Transfer Certificate)
               and, if the Company or such Registrar so requests, a customary
               opinion of counsel, certificates and other information reasonably
               acceptable to the Company and such Registrar to the effect that
               such transfer is in compliance with the Securities Act.

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

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

               (2)  if such beneficial interest is being transferred (i)
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 or (ii) pursuant to an
          exemption from the registration requirements of the Securities Act
          (other than pursuant to Rule 144A or Rule 144) and as a result of
          which, in the case of a Security transferred pursuant to this clause
          (ii), such Security shall cease to be a "restricted security" within
          the meaning of Rule 144, a certification to that effect from the
          transferor (in substantially the form set forth in the Transfer
          Certificate) and, if the Company or the Trustee so requests, a
          customary opinion of counsel, certificates and other information
          reasonably acceptable to the Company and the Trustee to the effect
          that such transfer is in compliance with the Securities Act, the
          Trustee, as a Registrar and Securities Custodian, shall reduce or
          cause to be reduced the aggregate principal amount of

                                       16
<PAGE>

          the Restricted Global Security by the appropriate principal amount and
          shall increase or cause to be increased the aggregate principal amount
          of the Unrestricted Global Security by a like principal amount. Such
          transfer shall otherwise be effected in accordance with the Applicable
          Procedures. If no Unrestricted Global Security is then outstanding,
          the Company shall execute and the Trustee shall, upon receipt of a
          Company Order (which the Company agrees to deliver promptly),
          authenticate and deliver an Unrestricted Global Security.

          (d)  Transfer of a Beneficial Interest in an Unrestricted Global
               -----------------------------------------------------------
Security for a Beneficial Interest in a Restricted Global Security.  Any person
------------------------------------------------------------------
having a beneficial interest in an Unrestricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
a Restricted Global Security (it being understood that only QIBs may own
beneficial interests in Restricted Global Securities). Upon receipt by the
Trustee of written instructions or such other form of instructions as is
customary for the Depositary, from the Person having such beneficial interest or
from the Depositary or its nominee, on behalf of any person having a beneficial
interest in an Unrestricted Global Security and the following additional
information and documents in such form as is customary for the Depositary from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Unrestricted Global Security (all of which may be submitted by
facsimile or electronically):

               (1)  a certification from the transferor (in substantially the
          form set forth in the Transfer Certificate) to the effect that such
          beneficial interest is being transferred to a person that the
          transferor reasonably believes is a QIB in accordance with Rule 144A;

the Trustee, as a Registrar and Securities Custodian, shall reduce or cause to
be reduced the aggregate principal amount of the Unrestricted Global Security by
the appropriate principal amount and shall increase or cause to be increased the
aggregate principal amount of the Restricted Global Security by a like principal
amount. Such transfer shall otherwise be effected in accordance with the
Applicable Procedures. If no Restricted Global Security is then outstanding, the
Company shall execute and the Trustee shall, upon receipt of a Company Order
(which the Company agrees to deliver promptly), authenticate and deliver a
Restricted Global Security.

          (e)  Transfers of Certificated Securities for Beneficial Interest in
               ---------------------------------------------------------------
Global Securities. In the event that Certificated Securities are issued in
-----------------
exchange for beneficial interests in Global Securities and, thereafter, the
events or conditions specified in Section 2.12(a)(1) which required such
exchange shall have ceased to exist, the Company shall mail notice to the
Trustee and to the Holders stating that Holders may exchange Certificated
Securities for interests in Global Securities by complying with the procedures
set forth in this Indenture and briefly describing such procedures and the
events or circumstances requiring that such notice be given. Thereafter, if
Certificated Securities are presented by a Holder to a Registrar with a request:

                                       17
<PAGE>

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

               (y)  to exchange such Certificated Securities for an equal
          principal amount of beneficial interests in a Global Security, which
          beneficial interests will be owned by the Holder transferring such
          Certificated Securities (provided that in the case of such an
                                   --------
          exchange, Restricted Certificated Securities may be exchanged only for
          Restricted Global Securities and Unrestricted Certificated Securities
          may be exchanged only for Unrestricted Global Securities);

the Registrar shall register the transfer or make the exchange as requested by
canceling such Certificated Security and causing, or directing the Securities
Custodian to cause, the aggregate principal amount of the applicable Global
Security to be increased accordingly and, if no such Global Security is then
outstanding, the Company shall issue and the Trustee shall authenticate and
deliver a new Global Security; provided, however, that the Certificated
                               --------  -------
Securities presented or surrendered for registration of transfer or exchange:

               (1)  shall be duly endorsed or accompanied by a written
          instrument of transfer in accordance with the proviso to Section
          2.6(a);

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

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

                    (B)  if such Restricted Certificated Security is being
               transferred pursuant to (i) an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144 or
               (ii) pursuant to an exemption from the registration requirements
               of the Securities Act (other than pursuant to Rule 144A or Rule
               144) and as a result of which, in the case of a Security
               transferred pursuant to this clause (ii), such Security shall
               cease to be a "restricted security" within the meaning of Rule
               144, a certification to that effect from such Holder (in
               substantially the form set forth in the Transfer Certificate),
               and, if the Company or the Registrar so requests, a customary
               opinion of counsel, certificates and other information reasonably
               acceptable to the Company and the Trustee to the effect that such
               transfer is in compliance with the Securities Act;

                                       18
<PAGE>

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

               (4)  in the case of an Unrestricted Certificated Security to be
          transferred or exchanged for a beneficial interest in an Unrestricted
          Global Security, such request need not be accompanied by any
          additional information or documents; and

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

          (f)  Legends.
               -------

               (1)  Except as permitted by the following paragraphs (2) and (3),
          each Global Security and Certificated Security (and all Securities
          issued in exchange therefor or upon registration of transfer or
          replacement thereof) shall bear a legend in substantially the form
          called for by footnote 2 to Exhibit A hereto (each a "Transfer
                                      ---------                 --------
          Restricted Security") for so long as it is required by this Indenture
          -------------------
          to bear such legend).  Each Transfer Restricted Security shall have
          attached thereto a certificate (a "Transfer Certificate") in
                                             --------------------
          substantially the form called for by footnote 6 to Exhibit A hereto.
                                                             ---------

               (2)  Upon any sale or transfer of a Transfer Restricted Security
          (x) pursuant to Rule 144, (y) pursuant to an effective registration
          statement under the Securities Act or (z) pursuant to any other
          available exemption (other than Rule 144A) from the registration
          requirements of the Securities Act and as a result of which, in the
          case of a Security transferred pursuant to this clause (z), such
          Security shall cease to be a "restricted security" within the meaning
          of Rule 144:

                    (A)  in the case of any Restricted Certificated Security,
               any Registrar shall permit the Holder thereof to exchange such
               Restricted Certificated Security for an Unrestricted Certificated
               Security, or (under the circumstances described in Section
               2.12(e)) to transfer such Restricted Certificated Security to a
               transferee who shall take such Security in the form of a
               beneficial interest in an Unrestricted Global Security, and in
               each case shall rescind any restriction on the transfer of such
               Security;

                                       19
<PAGE>

               provided, however, that the Holder of such Restricted
               -----------------
               Certificated Security shall, in connection with such exchange or
               transfer, comply with the other applicable provisions of this
               Section 2.12; and

                    (B)  in the case of any beneficial interest in a Restricted
               Global Security, the Trustee shall permit the beneficial owner
               thereof to transfer such beneficial interest to a transferee who
               shall take such interest in the form of a beneficial interest in
               an Unrestricted Global Security and shall rescind any restriction
               on transfer of such beneficial interest; provided that such
                                                        --------
               Unrestricted Global Security shall continue to be subject to the
               provisions of Section 2.12(a)(2); and provided further that the
                                                     -------- -------
               owner of such beneficial interest shall, in connection with such
               transfer, comply with the other applicable provisions of this
               Section 2.12.

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

          (g)  Transfers to the Company.  Nothing in this Indenture or in the
               ------------------------
Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries, which Securities shall thereupon be canceled in accordance
with Section 2.11.

     SECTION 2.13. CUSIP Numbers.

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

                     ARTICLE 3 - REDEMPTION AND PURCHASES

     SECTION 3.1. Right of Provisional Redemption; Notice to Trustee.

     The Securities may be redeemed by the Company (a "Provisional Redemption"),
                                                       ----------------------
in whole or in part, at any time on or after October 20, 2001 and prior to April
20, 2003, at a Redemption Price equal to 100% of the principal amount of the
Securities to be redeemed plus accrued and unpaid interest, if any, to the
Redemption Date if (i) the closing price of the Common Stock shall have exceeded
140% of the Conversion Price then in effect for at least 20 Trading Days in any
consecutive 30 Trading Day period ending on the Trading Day prior to the date of
mailing of the

                                       20
<PAGE>

notice of redemption pursuant to Section 3.4 (the "Redemption Notice Date") and
                                                   ----------------------
(ii) in accordance with the terms of the Registration Rights Agreement, the
Shelf Registration Statement is effective and available for use and is expected
to remain effective and available for use for the 30 days immediately following
the Redemption Date. Upon any such Provisional Redemption, the Company shall
make an additional payment in cash (the "Make-Whole Payment") with respect to
                                         ------------------
the Securities called for redemption to Holders on the Redemption Notice Date in
an amount equal to $105 per $1,000 Security, less the amount of any interest (at
the rate set forth in the title of the Securities) actually paid on such
Security after October 15, 2001 and prior to the Redemption Notice Date. The
Company shall make the Make-Whole Payment on all Securities called for
Provisional Redemption, including any Securities converted into Common Stock
pursuant to the terms hereof after the Redemption Notice Date prior to the
Redemption Date.

     If the Company elects to redeem Securities pursuant to this Section 3.1 and
paragraph 5(a) of the Securities, it shall notify the Trustee in writing at
least 45 days prior to the Redemption Date as fixed by the Company (unless a
shorter notice period shall be satisfactory to the Trustee) of the Redemption
Date and the principal amount of Securities to be redeemed. If fewer than all of
the Securities are to be redeemed, the record date relating to such redemption
shall be selected by the Company and given to the Trustee, which record date
shall not be less than 10 days after the date of notice to the Trustee.

     Any such notice of Provisional Redemption from the Company shall include an
Officers' Certificate from the Company to the Trustee to the effect that the
conditions set forth in clauses (i) and (ii) of this Section 3.1 have been
satisfied, on which the Trustee may conclusively rely in good faith.

     SECTION 3.2.  Right of Optional Redemption; Notice to Trustee.

     The Securities may be redeemed at the election of the Company, as a whole
or from time to time in part, at any time on or after April 20, 2003, at the
Redemption Prices specified in paragraph 5(b) of the form of Security attached
hereto as Exhibit A, together with accrued interest up to but not including the
          ---------
Redemption Date; provided that installments of interest that are due and payable
                 --------
on interest payment dates falling on or prior to the relevant Redemption Date
will be payable to the Holders in whose name the Securities are registered at
the close of business on the relevant record dates.

     If the Company elects to redeem Securities pursuant to this Section 3.2 and
paragraph 5(b) of the Securities, it shall notify the Trustee in writing at
least 45 days prior to the Redemption Date as fixed by the Company (unless a
shorter notice period shall be satisfactory to the Trustee) of the Redemption
Date and the principal amount of Securities to be redeemed. If fewer than all of
the Securities are to be redeemed, the record date relating to such redemption
shall be selected by the Company and given to the Trustee, which record date
shall not be less than 1O days after the date of notice to the Trustee.

     SECTION 3.3.  Selection of Securities to Be Redeemed.

                                       21
<PAGE>

          If less than all of the Securities are to be redeemed, the Trustee
     shall, not more than 60 days prior to the Redemption Date, select the
     Securities to be redeemed. The Trustee shall make the selection from the
     Securities outstanding and not previously called for redemption, by lot,
     pro rata or by another method the Trustee considers fair and appropriate.
     Securities in denominations of $1,000 may only be redeemed in whole. The
     Trustee may select for redemption portions (equal to $1,000 or any multiple
     thereof) of the principal of Securities that have denominations larger than
     $1,000. Provisions of this Indenture that apply to Securities called for
     redemption also apply to portions of Securities called for redemption.

     If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed to be the
portion selected for redemption. Securities which have been converted during a
selection of Securities to be redeemed shall be treated by the Trustee as
outstanding for the purpose of such selection.

     SECTION 3.4.  Notice of Redemption.

     At least 20 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption to each Holder
of Securities to be redeemed at such Holder's address as it appears on the
Primary Registrar's books.

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

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  the then current Conversion Price;

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

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

          (6)  that the Securities called for redemption may be converted at any
     time before the close of business on the Business Day immediately preceding
     the Redemption Date;

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


                                       22
<PAGE>

          (8)  that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption shall cease accruing
     on and after the Redemption Date and the only remaining night of the Holder
     shall be to receive payment of the Redemption Price, plus accrued interest,
     if any upon presentation and surrender to a Paying Agent of the Securities;
     and

          (9)  if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, upon presentation and surrender of such Security, a new
     Security or Securities in aggregate principal amount equal to the
     unredeemed portion thereof will be issued.

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

     At the Company's written request, which request shall (i) be irrevocable
once given, (ii) be given to the Trustee not less than 30 days before the
Redemption Date (unless the Trustee agrees to accept such a request delivered at
a later date), and (iii) set forth all relevant information required by clauses
(1) through (9) of the second preceding paragraph, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense.

     SECTION 3.5.  Effect of Notice of Redemption.

     Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, together with accrued interest, if any, except for Securities
that are converted in accordance with the provisions of Article 4. Upon
presentation and surrender to a Paying Agent, Securities called for redemption
shall be paid at the Redemption Price, plus accrued interest up to but not
including the Redemption Date; provided that installments of interest which are
                               --------
due and payable on interest payment dates failing on or prior to a Redemption
Date will be payable to the Holders in whose names the Securities are registered
at the close of business on the relevant record dates.

     SECTION 3.6.  Deposit of Redemption Price.

     Prior to 10:00 a.m., New York City time, on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Redemption
Price of and accrued interest on all Securities to be redeemed on that date,
other than Securities or portions thereof called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation or have
been converted. The Paying Agent shall return to the Company any money not
required for that purpose because of the conversion of Securities pursuant to
Article 4 or, if such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from the trust.

                                       23
<PAGE>

     SECTION 3.7.  Securities Redeemed in Part.

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

     SECTION 3.8.  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 called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Securities by paying to a Paying Agent (other than the Company or any of
its Affiliates) in trust for the Securityholders, on or before 10:00 a.m., New
York City time on the Redemption Date, an amount that, together with any amounts
deposited with such Paying Agent by the Company for the redemption of such
Securities, is not less than the Redemption Price, together with interest
accrued to, but not including, the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Securities,
including all accrued interest, shall be deemed to be satisfied and discharged
to the extent such amount is so paid by such purchasers; provided, however, that
                                                         --------  -------
nothing in this Section 3.8 shall relieve the Company of its obligation to pay
the Redemption Price, plus accrued interest to but excluding the relevant
Redemption Date, on Securities called for redemption.  If such an agreement is
entered into, any Securities called for redemption and not surrendered for
conversion by the Holders thereof prior to the relevant Redemption Date may, at
the option of the Company upon written notice to the Trustee, be deemed, to the
fullest extent permitted by law, acquired by such purchasers from such Holders
and (notwithstanding anything to the contrary contained in Article 4)
surrendered by such purchasers for conversion, all as of 10:00 a.m., New York
City time on the Redemption Date, subject to payment of the above amount as
aforesaid.  The Paying Agent shall hold and pay to the Holders whose Securities
are selected for redemption any such amount paid to it for purchase in the same
manner as it would money deposited with it by the Company for the redemption of
Securities.  Without the Paying Agent'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 Paying Agent as set forth in this
Indenture, and the Company agrees to indemnify the Paying Agent 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 incurred by the Paying Agent 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.

     SECTION 3.9.  Change in Control.

          (a)  If at any time that Securities remain outstanding there shall
occur a Change in Control, Securities shall be purchased by the Company at the
option of the Holders thereof (the "Change in Control Offer") on the date that
                                    -----------------------
is 30 Business Days after the occurrence of the

                                       24
<PAGE>

Change in Control (the "Change in Control Payment Date") at a purchase price
                        ------------------------------
equal to 100% of the principal amount thereof, plus accrued interest up to but
not including the Change in Control Payment Date (the "Change in Control
                                                       -----------------
Payment"), subject to satisfaction by or on behalf of any Holder of the
-------
requirements set forth in subsection (c) of this Section 3.9.

     A "Change in Control" shall be deemed to have occurred if any of the
        -----------------
following occurs after the Issue Date:

               (1)  the consolidation with or merger by the Company into any
     other Person, or any other Person merges into the Company, unless the
     stockholders of the Company immediately before such transaction own,
     directly or indirectly, immediately following such transaction, at least a
     majority of the combined voting power of the Voting Stock of the Company or
     the Person resulting from such transaction;

               (2)  the sale, lease or transfer of all or substantially all of
     the assets of the Company, directly or indirectly, to any "person" or
     "group", within the meaning of Sections 13(d)(3) and 14(d)(2) of the
     Exchange Act or any successor provision to either of the foregoing,
     including any group acting for the purpose of acquiring, holding or
     disposing of securities within the meaning of Rule 13d-5(b)(1) under the
     Exchange Act and excluding any wholly owned Subsidiary of the Company;

               (3)  the approval by the requisite stockholders of the Company of
     a plan of liquidation or dissolution of the Company;

               (4)  any "person" or "group," within the meaning of Sections
     13(d) and 14(d)(2) of the Exchange Act or any successor provision to either
     of the foregoing, including any group acting for the purpose of acquiring,
     holding or disposing of securities within the meaning, of Rule 13d-5(b)(1)
     under the Exchange Act, becomes the "beneficial owner." as defined in Rule
     13d-3 under the Exchange Act, of more than 50% of the total voting power of
     all classes of the Company's Voting Stock and/or warrants or options to
     acquire such Voting Stock, calculated on a fully diluted basis, unless, as
     a result of such transaction, the ultimate direct or indirect ownership of
     the Company is substantially the same immediately after such transaction as
     it was immediately prior to such transaction; or

               (5)  during any period of two consecutive years, individuals who
     at the beginning of such period constituted our Board of Directors,
     together with any new directors whose election or appointment by such board
     or whose nomination for election by stockholders of the Company was
     approved by a vote of a majority of the directors then still in office who
     were either directors at the beginning of such period or whose election or
     nomination for election was previously so approved, cease for any reason to
     constitute a majority of the Board of Directors then in office.

          (b)  Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee and to each Holder

                                       25
<PAGE>

(and to beneficial owners as required by applicable law) and shall cause a copy
of such notice to be published in a daily newspaper of national circulation. The
notice shall include the form of a Change in Control Purchase Notice to be
completed by the Holder and shall state:

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

               (2)  that the Change in Control Offer is being made pursuant to
     the covenant entitled "Change in Control" in the Indenture and that all the
     Securities tendered will be accepted for payment;

               (3)  the Change in Control Payment Date;

               (4)  the Change in Control Payment Price;

               (5)  briefly, the conversion rights of the Securities and the
     then current Conversion Price;

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

               (7)  that interest will continue to accrue on the Securities not
     tendered, as provided in the Securities;

               (8)  that, unless the Company defaults in the payment of the
     Change in Control Payment, with respect to all the Securities accepted for
     payment pursuant to the Change in Control Offer, interest will cease to
     accrue after the Change in Control Payment Date;

               (9)  the Holders electing to have any of the Securities purchased
     pursuant to a Change in Control Offer will be required to surrender the
     Securities, with the form entitled Option of Holder to Elect Purchase on
     the reverse of the Securities completed, to the Paying Agent at the address
     specified in the notice prior to the close of business on the third
     Business Day preceding the Change in Control Payment Date;

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

               (11) that Holders will be entitled to withdraw their election if
     the Paying Agent receives, not later than the close of business on the
     second Business Day preceding the Change in Control Payment Date, a
     telegram, telex, facsimile transmission or letter setting forth the name of
     the Holder, the principal amount of the Securities delivered for purchase,
     and a statement that such Holder is withdrawing his election to have the
     Securities purchased; and


                                       26
<PAGE>

               (12) that Holders whose Securities are being purchased only in
     part will be issued new Securities equal in principal amount to the
     unpurchased portion of the Securities surrendered, which unpurchased
     portion must be equal to $ 1,000 in principal amount or a multiple thereof.

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

          (c) A Holder may exercise its rights specified in subsection (a) of
this Section 3.9 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
                                   ---------
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
                                               --------------------------
Notice") to any Paying Agent at any time prior to the close of business on the
third Business Day next preceding the Change in Control Payment Date.

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

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.9, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000.  Provisions of this Indenture that
apply to the purchase of all of a Security pursuant to Sections 3.9 through 3.14
also apply to the purchase of such portion of such Security.  Notwithstanding
anything herein to the contrary, any Holder delivering to a Paying Agent the
Change in Control Purchase Notice contemplated by this subsection (c) shall have
the right to withdraw such Change in Control Purchase Notice in whole or in a
portion thereof that is $1,000 or in an integral multiple thereof at any time
prior to the close of business on the second Business Day immediately preceding
the Change in Control Payment Date by delivery of a written notice of withdrawal
to the Paying Agent in accordance with Section 3.10.

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

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

     SECTION 3.10.  Effect of Change in Control Purchase Notice.

                                       27
<PAGE>

     Upon receipt by any Paying Agent of the Change in Control Purchase Notice
specified in Section 3.9(c), the Holder of the Security in respect of which such
Change in Control Purchase Notice was given shall (unless such Change in Control
Purchase Notice is withdrawn as specified below) thereafter be entitled to
receive the Change in Control Payment with respect to such Security.  Such
Change in Control Payment shall be paid to such Holder promptly following the
later of (a) the Change in Control Payment Date with respect to such Security
(provided the conditions in Section 3.9(c) have been satisfied) and (b) the time
 --------
of delivery of such Security to a Paying Agent by the Holder thereof in the
manner required by Section 3.9(c). Securities in respect of which a Change in
Control Purchase Notice has been given by the Holder thereof may not be
converted into shares of Common Stock on or after the date of the delivery of
such Change in Control Purchase Notice unless such Change in Control Purchase
Notice has first been validly withdrawn.

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

     SECTION 3.11.  Deposit of Change in Control Payment.

     Prior to 10:00 a.m., New York City time, on the Change in Control Payment
Date, the Company shall deposit with the Trustee or with a Paying Agent (other
than the Company or an Affiliate of the Company) an amount of money sufficient
to make the aggregate Change in Control Payment for all the Securities or
portions thereof that are to be purchased as of such Change in Control Payment
Date.  The manner in which the deposit required by this Section 3.11 is made by
the Company shall be at the option of the Company; provided that such deposit
                                                   --------
shall be made in a manner such that the Trustee or a Paying Agent shall have
immediately available funds on the Change in Control Payment Date.

     If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to make the Change in Control Payment for any Security tendered for
purchase, then, on the Change in Control Payment Date, such Security will cease
to be outstanding and the rights of the Holder in respect thereof shall
terminate (other than the right to receive the Change in Control Payment as
aforesaid).  The Company shall publicly announce the principal amount of
Securities purchased as a result of such Change in Control on or as soon as
practicable after the Change in Control Payment Date.

     SECTION 3.12.  Securities Purchased in Part.

     Any Security that is to be purchased only in part shall be surrendered at
the office of a Paying Agent and promptly after the Change in Control Payment
Date the Company shall

                                       28
<PAGE>

execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased.

     SECTION 3.13.  Compliance with Securities Laws upon Purchase of Securities.

     In connection with any offer to purchase or purchase of Securities under
Section 3.9, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 (or any
successor to either such Rule), if applicable, under the Exchange Act, (b) file
the related Schedule 13E-4 (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
Federal and state securities laws in connection with such Change in Control
Offer, all so as to permit the rights of the Holders and obligations of the
Company under Sections 3.9 through 3.12 to be exercised in the time and in the
manner specified therein.

     SECTION 3.14.  Repayment to the Company.

     Subject to the provisions of Section 5.7, to the extent that the aggregate
amount of cash deposited by the Company pursuant to Section 3.11 exceeds the
aggregate Change in Control Payment for the Securities or portions thereof that
the Company is obligated to purchase, then promptly after the Change in Control
Payment Date the Trustee or a Paying Agent, as the case may be, shall return any
such excess to the Company.

                            ARTICLE 4 - CONVERSION

     SECTION 4.1.   Conversion Privilege.

     Subject to the further provisions of this Section 4.1, a Holder of a
Security may convert the principal amount of such Security, (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into Common Stock at any time prior to the close of business on the Final
Maturity Date, at the Conversion Price then in effect; provided, however, that,
                                                       --------  -------
if such Security is called for redemption pursuant to Article 3, such conversion
right shall terminate at the close of business on the Business Day immediately
preceding the Redemption Date for such Security or such earlier date as the
Holder presents such Security for redemption (unless the Company shall default
in making the redemption payment when due, in which case the conversion right
shall terminate at the close of business on the date such default is cured and
such Security is redeemed).  The number of shares of Common Stock issuable upon
conversion of a Security shall be determined by dividing the principal amount of
the Security or portion thereof surrendered for conversion by the Conversion
Price in effect on the Conversion Date.  The initial Conversion Price is set
forth in paragraph 8 of the Securities and is subject to adjustment as provided
in this Article 4.

     A Holder may convert a portion of a Security equal to $1,000 or any
integral multiple thereof.  Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of a
Security.

                                       29
<PAGE>

     A Security in respect of which a Holder has delivered a Change in Control
Purchase Notice pursuant to Section 3.9(c) exercising the option of such Holder
to require the Company to purchase such Security may be converted only if such
Change in Control Purchase Notice is withdrawn by a written notice of withdrawal
delivered to a Paying Agent prior to the close of business on the second
Business Day immediately preceding the Change in Control Payment Date in
accordance with Section 3.10.

     A Holder of Securities is not entitled to any rights of a holder of Common
Stock until such Holder has converted its Securities to Common Stock, and only
to the extent such Securities are deemed to have been converted into Common
Stock pursuant to this Article 4.

     SECTION 4.2.  Conversion Procedure.

     To convert a Security, a Holder must (a) complete and manually sign the
conversion notice on the back of the Security and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (d) pay any transfer or similar tax, if required.  The
date on which the Holder satisfies all of those requirements is the "Conversion
                                                                     ----------
Date."  As soon as practicable after the Conversion Date, the Company shall
----
deliver to the Holder through a Conversion Agent a certificate for the number of
whole shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional shares pursuant to Section 4.3.  Anything herein to the contrary
notwithstanding, in the case of Global Securities, conversion notices may be
delivered and such Securities may be surrendered for conversion in accordance
with the applicable procedures of the Depositary as in effect from time to time.

     The person in whose name the Common Stock certificate is registered shall
be deemed to be a stockholder of record on the Conversion Date; provided,
                                                                --------
however, that no surrender of a Security on any date when the stock transfer
-------
books of the Company shall be closed shall be effective to constitute the person
or persons entitled to receive the shares of Common Stock upon Such conversion
as the record holder or holders of such shares of Common Stock on such date, but
Such surrender shall be effective to constitute the person or persons entitled
to receive such shares of Common Stock as the record holder or holders thereof
for all purposes at the close of business on the next succeeding day on which
such stock transfer books are open; provided further that such conversion shall
                                    ----------------
be at the Conversion Price in effect on the Conversion Date as if the stock
transfer books of the Company had not been closed.  Upon conversion of a
Security, such person shall no longer be a Holder of such Security.  No payment
or adjustment will be made for dividends or distributions on shares of Common
Stock issued upon conversion of a Security.

     Except as otherwise provided in this Section 4.2, no payment or adjustment
will be made for accrued interest on a converted Security.  If any Holder
surrenders a Security for conversion after the close of business on the record
date for the payment of an installment of interest and before the close of
business on the related interest payment date, then, notwithstanding such
conversion, the interest payable on such interest payment date shall be paid to
the Holder in

                                       30
<PAGE>

whose name such Security was registered at the close of business on such record
date; and, in such event, unless such Security has been called for redemption,
such Security, when surrendered for conversion, must be accompanied by delivery
by such Holder of payment (which may be in the form of a check or draft payable
to the Conversion Agent) in an amount equal to the interest payable on such
interest payment date on the principal amount of such Security or portion
thereof so converted. If the Company defaults in the payment of interest payable
on such interest payment date, the Company shall promptly repay such funds to
such Holder.

     Nothing in this Section shall affect the right of a Holder in whose name
any Security is registered at the close of business on a record date to receive
the interest payable on such Security on the related interest payment date in
accordance with the terms of this Indenture and the Securities.

     If a Holder converts more than one Security at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate principal amount of Securities converted.

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

     SECTION 4.3.  Fractional Shares.

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

     SECTION 4.4.  Taxes on Conversion.

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

     SECTION 4.5.  Company to Provide Stock.

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


                                       31
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     All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares, shall be duly authorized, validly issued, fully
paid and nonassessable and shall be free from preemptive rights and free of any
lien or adverse claim.

     The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or on the Nasdaq
National Market (the "NNM") or other over-the-counter market or such other
                      ---
market on which the Common Stock is then listed or quoted.

     SECTION 4.6.  Adjustment of Conversion Price.

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

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

          (b) In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not more
than 60 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the current market price per
share of Common Stock (as determined in accordance with subsection (e) of this
Section 4.6) on the record date for the determination of stockholders entitled
to receive such rights or warrants, the Conversion Price in effect immediately
prior thereto shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
such record date by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares
which the aggregate offering price of the total number of shares of Common Stock
so offered (or the aggregate conversion price of the convertible securities so
offered, which shall be determined by multiplying the number of shares of Common
Stock issuable upon conversion of such convertible securities by the conversion
price per share of Common Stock pursuant to the terms of such convertible
securities) would purchase at the current market price per share (as defined in
subsection (e) of this Section 4.6) of Common Stock on such record date, and of
which the denominator shall be the number of shares of Common Stock outstanding
on such record date plus the number of additional shares of Common Stock offered
(or into which the convertible securities so offered are convertible).

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<PAGE>

Such adjustment shall be made successively whenever any such rights or warrants
are issued, and shall become effective immediately after such record date. If at
the end of the period during which such rights or warrants are exercisable not
all rights or warrants shall have been exercised, the adjusted Conversion Price
shall be immediately readjusted to what it would have been based upon the number
of additional shares of Common Stock actually issued (or the number of shares of
Common Stock issuable upon conversion of convertible securities actually
issued).

          (c) In case the Company shall distribute to all or substantially all
holders of its Common Stock any shares of Capital Stock of the Company (other
than Common Stock), evidences of indebtedness or other non-cash assets
(including securities of any person other than the Company but excluding (1)
dividends or distributions paid exclusively in cash, (2) dividends or
distributions referred to in subsections (a) and (b) of this Section 4.6 or (3)
distributions in connection with a reclassification, consolidation or sale
referred to in Section 4.11), or shall distribute to all or substantially all
holders of its Common Stock rights or warrants to subscribe for or purchase any
of its securities (excluding those rights and warrants referred to in subsection
(b) of this Section 4.6 and also excluding the distribution of rights to all
holders of Common Stock pursuant to the adoption of a shareholder rights plan or
the detachment of such rights under the terms of such shareholder rights plan),
then in each such case the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the current Conversion Price by
a fraction of which the numerator shall be the current market price per share
(as defined in subsection (e) of this Section 4.6) of the Common Stock on the
record date mentioned below less the fair market value on such record date (as
determined by the Board of Directors, whose determination shall be conclusive
evidence of such fair market value and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of the portion of the Capital Stock,
evidences of indebtedness or other non-cash assets so distributed or of such
rights or warrants applicable to one share of Common Stock (determined on the
basis of the number of shares of Common Stock outstanding on the record date),
and of which the denominator shall be the current market price per share (as
defined in subsection (e) of this Section 4.6) of the Common Stock on such
record date.  Such adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
distribution.

          (d) (1) In case the Company shall, by dividend or otherwise, at any
time distribute (a "Triggering Distribution") to all or substantially all
                    -----------------------
holders of its Common Stock cash in an aggregate amount that, together with the
aggregate amount of (A) any cash and the fair market value (as determined by the
Board of Directors, whose determination shall be conclusive evidence thereof and
which shall be evidenced by an Officers' Certificate delivered to the Trustee)
of any other consideration payable in respect of any tender offer by the Company
or a Subsidiary of the Company for Common Stock consummated within the 12 months
preceding the date of payment of the Triggering Distribution and in respect of
which no Conversion Price adjustment pursuant to this Section 4.6 has been made
and (B) all other cash distributions to all or substantially all holders of its
Common Stock made within the 12 months preceding the date of payment of the
Triggering Distribution and in respect of which no Conversion Price adjustment
pursuant to this Section 4.6 has been made, exceeds an amount equal to (i) 10.0%
of the product of the current market price per share of Common Stock (as
determined in accordance

                                       33
<PAGE>

with subsection (e) of this Section 4.6) on the Business Day (the "Determination
                                                                   -------------
Date") immediately preceding the day on which such Triggering Distribution is
----
declared by the Company multiplied by (ii) the number of shares of Common Stock
                ------------------
outstanding on the Determination Date (excluding shares held in the treasury of
the Company), the Conversion Price shall be reduced so that the same shall equal
the price determined by multiplying (x) such Conversion Price in effect
immediately prior to the Determination Date by (y) a fraction of which the
numerator shall be the current market price per share of the Common Stock (as
determined in accordance with subsection (e) of this Section 4.6) on the
Determination Date less the sum of the aggregate amount of cash and the
aggregate fair market value (determined as aforesaid) of any such other
consideration so distributed, paid or payable within such 12 months (including,
without limitation, the Triggering Distribution) applicable to one share of
Common Stock (determined on the basis of the number of shares of Common Stock
outstanding on the Determination Date) and the denominator shall be such current
market price per share of the Common Stock (as determined in accordance with
subsection (e) of this Section 4.6) on the Determination Date, such reduction to
become effective immediately prior to the opening of business on the day
following the date on which the Triggering Distribution is paid.

          (2) In case any tender offer made by the Company or any of its
Subsidiaries for Common Stock shall expire and such tender offer (as amended
upon the expiration thereof) shall involve the payment of aggregate
consideration in an amount (determined as the sum of the aggregate amount of
cash consideration and the aggregate fair market value (as determined by the
Board of Directors, whose determination shall be conclusive evidence thereof and
which shall be evidenced by an Officers' Certificate delivered to the Trustee
thereof) of any other consideration) that, together with the aggregate amount of
(A) any cash and the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive evidence thereof and which shall be
evidenced by an Officers' Certificate delivered to the Trustee) of any other
consideration payable in respect of any other tender offers by the Company or
any Subsidiary of the Company for Common Stock consummated within the 12 months
preceding the Expiration Date (as defined below) and in respect of which no
Conversion Price adjustment pursuant to this Section 4.6 has been made and (B)
all cash distributions to all or substantially all holders of its Common Stock
made within the 12 months preceding the Expiration Date and in respect of which
no Conversion Price adjustment pursuant to this Section 4.6 has been made,
exceeds an amount equal to 10.0% of the product of (i) the current market price
per share of Common Stock (as determined in accordance with subsection (e) of
this Section 4.6) as of the last date (the "Expiration Date") tenders could have
                                            ---------------
been made pursuant to such tender offer (as it may be amended) (the last time at
which such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time") multiplied by (ii) the number of shares
                      ---------------   ---------- --
of Common Stock outstanding (including tendered shares but excluding any shares
held in the treasury of the Company) at the Expiration Time, then, immediately
prior to the opening of business on the day after the Expiration Date, the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying (x) the Conversion Price in effect immediately prior
to the close of business on the Expiration Date by (y) a fraction of which the
numerator shall be the product of the number of shares of Common Stock
outstanding (including tendered shares but excluding any shares held in the
treasury of the Company) at the Expiration Time multiplied by the current market
                                                ---------- --
price per share of the Common Stock (as determined in

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<PAGE>

accordance with subsection (e) of this Section 4.6) on the Trading Day next
succeeding the Expiration Date and the denominator shall be the sum of (x) the
aggregate consideration (determined as aforesaid) payable to stockholders based
on the acceptance (up to any maximum specified in the terms of the tender offer)
of all shares validly tendered and not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") and (y) the product of the number of shares of Common Stock
 ----------------
outstanding (less any Purchased Shares and excluding any shares held in the
treasury of the Company) at the Expiration Time and the current market price per
share of Common Stock (as determined in accordance with subsection (e) of this
Section 4.6) on the Trading Day next succeeding the Expiration Date, such
reduction to become effective immediately prior to the opening of business on
the day following the Expiration Date. In the event that the Company is
obligated to purchase shares pursuant to any such tender offer, but the Company
is permanently prevented by applicable law from effecting any or all such
purchases or any or all such purchases are rescinded, the Conversion Price shall
again be adjusted to be the Conversion Price which would have been in effect
based upon the number of shares actually purchased. If the application of this
Section 4.6(d)(2) to any tender offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender offer under this
Section 4.6(d)(2).

          (3) For purposes of this Section 4.6(d), the term "tender offer" shall
mean and include both tender offers and exchange offers, all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

          (e) In the case the Company shall become subject to a Change in
Control in which (i) the stockholders of the Company shall receive consideration
per share of Common Stock that is greater than the Conversion Price, without
giving effect to the adjustment described in this Section 4.6(e), at the
effective time of the Change in Control and (ii) at least 10%, but less than
75%, of the total consideration paid to such stockholders consists of cash, cash
equivalents, securities that are not publicly-traded or other assets
(collectively, the "Non-Public Consideration"), then the Conversion Price shall
be adjusted so that, upon conversion of the Securities following the Change in
Control, in addition to the common stock or other securities deliverable upon
the conversion of such Securities as set forth in this Article 4 (including,
without limitation, paragraphs (a) through (d) of this Section 4.6), the Holder
shall receive securities having a value equal to the number of publicly-traded
securities of the acquiror determined through the following calculation:

     PV Cashflows x (Non-Public Consideration/Total Consideration)/Acquiror
     Stock Price

     where

     PV Cashflows                  =    the present value of the aggregate
                                        interest payments that would have been
                                        payable on the Securities from the
                                        Conversion Date through

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<PAGE>

                                        April 17, 2003. The present value shall
                                        be calculated using the rate equal to
                                        the yield to maturity of U.S. Treasury
                                        securities having a maturity closest to,
                                        but not exceeding, April 17, 2003.

     Total Consideration           =    the total value of the consideration
                                        payable to the stockholders of the
                                        Company at the effective time of the
                                        Change in Control, with the value of any
                                        assets or securities other than cash or
                                        a publicly-traded security being
                                        determined in good faith by the
                                        Company's Board of Directors based upon
                                        an opinion as to that value obtained
                                        from an accounting, appraisal or
                                        investment banking firm of international
                                        standing.

     Acquiror Stock Price          =    the price of the acquiror's publicly-
                                        traded common stock or other publicly-
                                        traded securities delivered in
                                        connection with the Change in Control
                                        transaction at the effective time of the
                                        Change in Control.

provided that if the consideration received by the stockholders of the Company
--------
in respect of the Change in Control consists of at least 75% Non-Public
Consideration or if the acquiror's common stock is not publicly-traded, then
upon conversion of the Securities following the Change in Control, in lieu of
the foregoing conversion rate adjustment set forth in this Section 4.6(e), the
Holder will be entitled to receive an additional amount payable by the Company
in cash calculated as follows:

     PV Cashflows x (Non-Public Consideration/Total Consideration)

          (f) For the purpose of any computation under subsections (b), (c) and
(d) of this Section 4.6, the current market price per share of Common Stock on
any date shall be deemed to be the average of the daily closing prices for the
30 consecutive Trading Days commencing 45 Trading Days before (i) the
Determination Date or the Expiration Date, as the case may be, with respect to
distributions or tender offers under subsection (d) of this Section 4.6 or (ii)
the record date with respect to distributions, issuances or other events
requiring such computation under subsection (b) or (c) of this Section 4.6.  The
closing, price for each day shall be the last reported sales price or, in case
no such reported sale takes place on such date, the average of the reported
closing bid and asked prices in either case on the NNM or, if the Common Stock
is not listed or admitted to trading on the NNM, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if not listed or admitted to trading on the NNM or any national securities
exchange, the last reported sales price of the Common Stock as quoted on NASDAQ
or, in case no reported sales takes place, the

                                       36
<PAGE>

average of the closing bid and asked prices as quoted on NASDAQ or any
comparable system or, if the Common Stock is not quoted on NASDAQ or any
comparable system, the closing sales price or, in case no reported sale takes
place, the average of the closing bid and asked prices, as furnished by any two
members of the National Association of Securities Dealers, Inc. selected from
time to time by the Company for that purpose. If no such prices are available,
the current market price per share shall be the fair value of a share of Common
Stock as determined by the Board of Directors (which shall be evidenced by an
Officers' Certificate delivered to the Trustee).

          (g) In any case in which this Section 4.6 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 4.6, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
4.9) issuing to the Holder of any Security converted after such record date or
Determination Date or Expiration Date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common Stock and other capital stock of the Company issuable upon such
conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agents to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares.  If any
distribution in respect of which an adjustment to the Conversion Price is
required to be made as of the record date or Determination Date or Expiration
Date therefor is not thereafter made or paid by the Company for any reason, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or such effective date or
Determination Date or Expiration Date had not occurred.

     SECTION 4.7.  No Adjustment.

     No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; provided, however, that any adjustments which
                                   --------  -------
by reason of this Section 4.7 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All calculations
under this Article 4 shall be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be.

     No adjustment need be made for a transaction refined to in Section 4.6 if
all Securityholders are entitled to participate in the transaction on a basis
and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
participate in the transaction.  The Company shall give notice to the Trustee of
any such determination.

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

                                       37
<PAGE>

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

     SECTION 4.8.   Adjustment for Tax Purposes.

     The Company shall be entitled to make such reductions in the Conversion
Price, in addition to those required by Section 4.6, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock hereafter
made by the Company to its stockholders shall not be taxable.

     SECTION 4.9.   Notice of Adjustment.

     Whenever the Conversion Price or conversion privilege is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment and
file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment, the adjusted Conversion Price and the manner of
computing it.  In the absence of its receipt of such an Officers' Certificate,
the Trustee shall be entitled to presume that no such adjustment has been made
or is required, and from time to time, the Trustee shall be entitled to rely
conclusively on the most recent such Officers' Certificate received by it.

     SECTION 4.10.  Notice of Certain Transactions.

     In the event that:

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

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

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

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be.  The Company shall mail
the notice at least 10 days before such date.  Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.10.

     SECTION 4.11.  Effect of Reclassification, Consolidation, Merger or Sale on
Conversion Privilege.

     If any of the following, shall occur, namely:  (a) any reclassification or
change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value,

                                       38
<PAGE>

or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination, or any other change for which an
adjustment is provided in Section 4.6); (b) any consolidation or merger to which
the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in name, or in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision or
combination) in, outstanding shares of Common Stock; or (c) any sale or
conveyance of all or substantially all of the property and assets of the
Company, directly or indirectly, to any person other than a wholly owned
Subsidiary of the Company, then the Company, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute and deliver to the Trustee a supplemental indenture providing that,
subject to Section 4.6(e), the Holder of each Security then outstanding shall
have the right to convert such Security into the kind and amount of shares of
stock and other securities and property (including cash) receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock deliverable upon conversion of such
Security immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article 4. If, in the case of any such consolidation, merger, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock include shares of stock or
other securities and property of a person other than the successor, purchasing
or transferee corporation, as the case may be, in such consolidation, merger,
sale or conveyance, then such supplemental indenture shall also be executed by
such other person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing. The provisions of this
Section 4.11 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales or conveyances.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 4.11, the Company shall promptly file with the Trustee (x) an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or other securities or property (including cash) receivable
by Holders of the Securities upon the conversion of their Securities after any
such reclassification, change, consolidation, merger, sale or conveyance, any
adjustment to be made with respect thereto and that all conditions precedent
have been complied with and (y) an Opinion of Counsel that all conditions
precedent have been complied with, and shall promptly mail notice thereof to all
Holders.

     SECTION 4.12.  Trustee's Disclaimer.

     The Trustee shall have no duty to determine when an adjustment under this
Article 4 should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of that fact or the correctness of any
such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.9.  The
Trustee

                                       39
<PAGE>

makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article 4.

     The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

     SECTION 4.13.  Voluntary Reduction.

     The Company from time to time may reduce the Conversion Price by any amount
for any period of time if the period is at least 20 days or such longer period
as may be required by law and if the reduction is irrevocable during the period;
provided, however, that in no event may the Company reduce the Conversion Price
--------  -------
to be less than the par value of a share of Common Stock.


                           ARTICLE 5 - SUBORDINATION

     SECTION 5.1.  Securities Subordinated to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of Securities issued
hereunder by its acceptance thereof likewise covenants and agrees, that all
Securities shall be issued subject to the provisions of this Article 5; and each
person holding any Security, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.  The
payment of all amounts on account of all Securities issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and junior
in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter created, assumed
or Guaranteed.

     SECTION 5.2.  Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation, Reorganization, Etc. of the Company.

     Upon the payment or distribution of the assets of the Company of any kind
or character, whether in cash, property or securities (including any collateral
at any time securing the Securities), to creditors upon any dissolution,
winding-up, liquidation or reorganization of the Company (whether voluntary or
involuntary, or in bankruptcy, insolvency, reorganization, liquidation,
receivership proceedings, or upon an assortment for the benefit of creditors, or
any other marshaling of the assets and liabilities of the Company, or in any
similar proceedings), then in such event:

          (a) all Senior Indebtedness shall first be paid in full, in cash,
before any payment is made on account of the Securities, whether by way of the
payment of principal of or interest on the indebtedness evidenced by the
Securities, a deposit pursuant to Section 10.1, a

                                       40
<PAGE>

repurchase, redemption or other acquisition of the Securities or otherwise
(collectively, "pay the Securities");
                ------------------

          (b) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (other than securities of
the Company as reorganized or readjusted, or securities of the Company or any
other person provided for by a plan of reorganization or readjustment, junior,
or the payment of which is otherwise subordinate, at least to the extent
provided in this Article 5, with respect to the Securities, to the payment of
all Senior Indebtedness), to which the Holders or the Trustee on behalf of the
Holders would be entitled except for the provisions of this Article 5, including
any such payment or distribution which may be payable or deliverable by reason
of the payment of another debt of the Company being subordinated to the payment
of the Securities, shall be paid or delivered by any debtor, Custodian or other
person making such payment or distribution, directly to the holders of the
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Indebtedness have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the Senior Indebtedness
held or represented by each, for application to payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness;
and

          (c) in the event that, notwithstanding the foregoing provisions of
this Section 5.2, any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted, or securities of the
Company or any other person provided for by a plan of reorganization or
readjustment, junior, or the payment of which is otherwise subordinate, at least
to the extent provided for in this Article 5, with respect to the Securities, to
the payment of all Senior Indebtedness), shall be received by the Trustee or any
Paying Agent (in each case subject to Sections 5.6 and 5.7 hereof) or the
Holders before all Senior Indebtedness is paid in full, such payment or
distribution (subject to the provisions of Sections 5.6 and 5.7) shall be held
in trust for the benefit of, and shall be immediately paid or delivered by the
Trustee, such Paying Agent or such Holders, as the case may be, to, the holders
of Senior Indebtedness remaining unpaid or unprovided for, or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness held or represented by
each, for application to the payment of all Senior Indebtedness remaining
unpaid.  To the extent necessary to pay all Senior Indebtedness in full after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.  The Company shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company.

     Upon any distribution of assets of the Company referred, to in this Article
5, the Trustee and the Holders shall be entitled to rely conclusively upon any
order or decree by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceeding is pending, or
a certificate of the liquidating trustee or agent or other person making

                                       41
<PAGE>

any distribution to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 5.

     SECTION 5.3.  Holders to Be Subrogated to Right of Holders of Senior
Indebtedness.

     Subject to the prior payment in full of all Senior Indebtedness then due,
the Holders shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until the principal of and interest on the
Securities shall be paid in full, and, for purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness of assets,
whether in cash, property or securities, distributable to the holders of Senior
Indebtedness under the provisions hereof to which the Holders would be entitled
except for the provisions of this Article 5, and no payment pursuant to the
provisions of this Article 5 to the holders of Senior Indebtedness by the
Holders shall, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being understood that the provisions
of this Article 5 are, and are intended, solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

     SECTION 5.4.  Obligations of the Company Unconditional.

     Nothing contained in this Article 5 or elsewhere in this Indenture or in
any Security is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders the
principal of and interest on the Securities, as and when the same shall become
due and payable in accordance with the terms of the Securities and this
Indenture, or to affect the relative rights of the Holders and other creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon the happening of an Event of Default
under this Indenture, subject to the provisions of Article 8 and to the rights,
if any, under this Article 5 of the holders of Senior Indebtedness to receive
assets, whether in cash, property or securities, of the Company otherwise
payable or deliverable to the Trustee or such Holder upon the exercise of any
such remedy.

     SECTION 5.5.  Company Not to Make Payment with Respect to Securities in
Certain Circumstances.

          (a) Upon the happening of a default in payment (whether at maturity or
at a date fixed for prepayment or by acceleration or otherwise) of the principal
of, or premium, if any, or interest on any Senior Indebtedness, as such default
is defined under or in respect of such Senior Indebtedness or in any agreement
pursuant to which such Senior Indebtedness has been incurred, then, unless and
until the amount of such Senior Indebtedness then due shall have been paid in
full or provision made therefor in a manner satisfactory to the holders of such
Senior

                                       42
<PAGE>

Indebtedness, or such default shall have been cured or waived or shall have
ceased to exist, the Company shall not make any payments of the principal of or
premium, if any, or interest on the Securities.

          (b) Upon the happening of an event of default with respect to any
Senior Indebtedness (other than under circumstances when the terms of subsection
(a) of this Section 5.5 are applicable), as such event of default is defined
under or in respect of such Senior Indebtedness or in any agreement pursuant to
which such Senior Indebtedness has been incurred, permitting the holders thereof
to accelerate the maturity thereof, and upon written notice thereof given to the
Company and the Trustee by any one or more holders of such Senior Indebtedness
or their representative or representatives or the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued (a "Default Notice"), then, unless and until such
                                  --------------
event of default shall have been cured or waived or shall have ceased to exist,
the Company shall not make any payments of the principal of or premium, if any,
or interest on the Securities; provided, however, that the foregoing provisions
                               --------  -------
of this sentence shall not prevent the making of any such payment (which is not
otherwise prohibited by subsection (a) of this Section 5.5) for more than 180
days after the Default Notice shall have been given unless the Senior
Indebtedness in respect of which such event of default exists has been declared
due and payable in its entirety, in which case no such payment may be made until
such acceleration has been waived, rescinded or annulled, or such Senior
Indebtedness shall have been paid in full, or payment thereof shall be duly
provided for in cash or in any other manner satisfactory to the holders of such
Senior Indebtedness.  Notwithstanding the foregoing, not more than one Default
Notice shall be given with respect to the same issue of Senior Indebtedness
within a period of 360 consecutive days, and no event of default which existed
or was continuing on the date of any Default Notice and was known to the holders
of such issue of Senior Indebtedness shall be made the basis for the giving of a
subsequent Default Notice by the holders of such issue of Senior Indebtedness.

       (c) In the event that, notwithstanding the foregoing provisions of this
Section 5.5, the Company shall make payments with respect to the Securities and
such payments shall be received by the Trustee, any Holder or any Paying Agent
(or, if the Company is acting as its own Paying Agent, money for any such
payment shall be segregated and held in trust), after the happening of a default
or event of default, as the case may be, under any Senior Indebtedness of the
type specified in subsections (a) and (b) of this Section 5.5, then, unless and
until the amount of such Senior Indebtedness then due shall have been paid in
full or provision made therefor or such default or event of default, as the case
may be, shall have been cured or waived or shall have ceased to exist or any
such acceleration referred to in the proviso to subsection (b) of this Section
5.5 shall have been waived, rescinded or annulled, such payment (subject, in
each case, to the provisions of Sections 5.6 and 5.7 and the proviso contained
in subsection (b) of this Section 5.5) shall be held in trust for the benefit
of, and shall be immediately paid over to, the holders of Senior Indebtedness or
their representative or representatives or the trustee or trustees under any
indenture under which any instruments evidencing any of the Senior Indebtedness
may have been issued ratably according to the aggregate amounts remaining unpaid
on account of the Senior Indebtedness held or represented by each, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in

                                       43
<PAGE>

accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of Senior Indebtedness.

     SECTION 5.6.  Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities.  Notwithstanding the provisions of this
Article 5 or any other provision of this Indenture, the Trustee shall not at any
time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company or from the
holder or holders of Senior Indebtedness or from their representative or
representatives or from the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness have been
issued; and, prior to the receipt of any such written notice, the Trustee shall
be entitled to assume conclusively that such facts do not exist.

     The Trustee shall be entitled to rely conclusively on the delivery to it of
a written notice by a person representing himself or herself to be a holder of
Senior Indebtedness (or a representative of such holder or the trustee under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued) to establish that such notice has been given by a
holder of Senior Indebtedness or a representative of any such holder.  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
Indebtedness to participate in any payment or distribution pursuant to this
Article 5, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
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
each person under this Article 5, 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 5.7.  Application by Trustee of Money Deposited with It.

     Money deposited in trust with the Trustee pursuant to Section 10.1 and not
in violation of this Article 5 shall be for the sole benefit of Holders and
shall thereafter not be subject to the subordination provisions of this Article
5. Otherwise, any deposit of money by the Company with the Trustee or any Paying
Agent (whether or not in trust) for the payment of the principal of or interest
on any Securities shall be subject to the provisions of Sections 5.1, 5.2, 5.3
and 5.5; except that, if two Business Days prior to the date on which by the
terms of this Indenture any such money may become payable for any purpose
(including, without limitation, the payment of either the principal of or
interest on any Security) the Trustee shall not have received with respect to
such money the notice provided for in Section 5.6, then the Trustee or any
Paying Agent shall have full power and authority to receive such money and to
apply such money to the purpose for which it was received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such date.  This Section 5.7 shall be construed solely for the benefit of the
Trustee and the Paying Agent and shall not otherwise affect the rights that
holders of Senior

                                       44
<PAGE>

Indebtedness may have to recover any such payments from the Holders in
accordance with the provisions of this Article 5.

     SECTION 5.8.  Subordination Rights Not Impaired by Acts or Omissions of
Company or Holders of Senior Indebtedness.

     No right of any present or future holders of any Senior Indebtedness 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 act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with.  The holders of any Senior Indebtedness may extend,
renew, modify or amend the terms of such Senior Indebtedness or any security
therefor and release, sell or exchange such security and otherwise deal freely
with the Company, all without affecting the liabilities and obligations of the
parties to this Indenture or the Holders.

     SECTION 5.9.  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 5 and appoints the
Trustee its attorney-in-fact for any and all such purposes.

     SECTION 5.10.  Right of Trustee to Hold Senior Indebtedness.

     The Trustee, in its individual capacity, shall be entitled to all of the
rights set forth in this Article 5 in respect of any Senior Indebtedness at any
time held by it to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture shall be construed to deprive the Trustee of any
of its rights as such holder.

     Nothing in this Article shall apply to (and nothing herein shall make
subject to the subordination provisions hereof) claims of, or payments to, the
Trustee under or pursuant to Section 9.7.

     SECTION 5.11.  Article 5 Not to Prevent Events of Default.

     The failure to make a payment on account of the principal of or Interest on
the Securities by reason of any provision in this Article 5 shall not be
construed as preventing the occurrence of a default or an Event of Default.

     SECTION 5.12.  No Fiduciary Duty Created to Holders of Senior Indebtedness.

     Notwithstanding any other provision in this Article 5, the Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness by
virtue of the provisions of this Article 5.

                                       45
<PAGE>

     SECTION 5.13.  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 5 shall in such case (unless the context shall otherwise
require) 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 5 in addition to or in place of the Trustee; provided, however,
                                                             --------  -------
that Sections 5.6, 5.10 and 5.12 shall not apply to the Company if it acts as
Paying Agent.


                             ARTICLE 6 - COVENANTS

     SECTION 6.1.  Payment of Securities.

     The Company shall promptly make all payments in respect of the Securities
on the dates and in the manner provided in the Securities and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent (other than the Company) holds by 11:00 a.m., New
York City time, on that date, money (in immediately available funds) deposited
by the Company or an Affiliate thereof sufficient to pay the installment.  The
Company shall, to the fullest extent permitted by law, pay interest on overdue
principal (including premium, if any) and overdue installments of interest at
the rate borne by the Securities per annum.

     SECTION 6.2.  SEC Reports.

     The Company shall file all reports and other information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 10 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.

     In the event the Company is at any time no longer subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will
prepare, for the first three quarters of each fiscal year, quarterly financial
statements substantially equivalent to the financial statements required to be
included in a report on Form 10-Q under the Exchange Act.  The Company will also
prepare, on an annual basis, complete audited consolidated financial statements,
including, but not limited to, a balance sheet, a statement of operations, a
statement of cash flows and all appropriate notes.  All such financial
statements will be prepared in accordance with GAAP.  The Company will cause a
copy of such financial statements to be filed with the Trustee and mailed to the
Holders of the Securities within 50 days after the end of each of the first
three quarters of each fiscal year and within 95 days after the close of each
fiscal year.  The Company will also comply with the other provisions of TIA
Section 314(a).

     If at any time while any of the Securities are "restricted securities"
within the meaning of Rule 144 the Company is no longer subject to the reporting
requirements of Section 13 or 15(d)

                                       46
<PAGE>

of the Exchange Act, the Company will prepare and furnish to any Holder, any
beneficial owner of Securities and any prospective purchaser of Securities
designated by a Holder or a beneficial owner of Securities, promptly upon
request, the information required pursuant to Rule 144A(d)(4) (or any successor
thereto) under the Securities Act in connection with the offer, sale or transfer
of Securities.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

     SECTION 6.3.  Compliance Certificates.

     The Company shall deliver to the Trustee, within 90 days after the end of
each fiscal year of the Company (beginning with the fiscal year ending December
31, 2000), an Officers' Certificate as to the signer's knowledge of the
Company's compliance with all conditions and covenants on its part contained in
this Indenture and stating whether or not the signer knows of any default or
Event of Default.  If such signer knows of such a default or Event of Default,
the Officers' Certificate shall describe the default or Event of Default and the
efforts to remedy the same.  For the purposes of this Section 6.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.  The Company shall deliver to
the Trustee, as soon as possible and in any event within five days after the
Company becomes aware of the occurrence of any Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officers' Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.

     SECTION 6.4.  Further Instruments and Acts.

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

     SECTION 6.5.  Maintenance of Corporate Existence.

     Subject to Article 7, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
rights (charter and statutory) and franchises, and the existence, rights
(charter and statutory) and franchises of its Subsidiaries; provided, however,
                                                            --------  -------
that the Company will not be required to preserve any such right or franchise or
the existence of any Subsidiary if the Board of Directors determines that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to the
Holders of the outstanding Securities.

     SECTION 6.6.  Registration Rights.

                                       47
<PAGE>

     The Company agrees that the Holders (and any Person that has a beneficial
interest in a Security) from time to time of Transfer Restricted Securities are
entitled to the benefits of 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 Transfer Restricted Securities, at the Company's
expense, to use its reasonable best efforts (i) to file within 120 days after
the first date of original issuance of the Securities, the Shelf Registration
Statement with the Commission and (ii) to cause such Shelf Registration
Statement to be declared effective by the Commission not later than 180 days
after the first date of original issuance of the Securities.  The Company has
also agreed to use its best efforts to maintain such Shelf Registration
Statement continuously effective under the Securities Act subject to and in
accordance with the terms of the Registration Rights Agreement.

     The Company will pay such additional interest (the "Additional Interest")
                                                         -------------------
with respect to the Securities which shall be assessed as set forth in the
Registration Rights Agreement upon the occurrence of a Registration Default (as
defined in the Registration Rights Agreement).  If a Registration Default
occurs, Additional Interest shall accrue on the Securities over and above the
interest rate set forth in the title of the Securities from and including the
date on which any such Registration Default shall occur, to but excluding the
date on which such Registration Default has been cured, at a rate of 0.50% per
annum.  Additional Interest will be paid semiannually in arrears, with the first
semiannual payment due on the first interest payment date in respect of the
Securities following the date on which such Additional Interest begins to
accrue.  The amount of Additional Interest will be determined by multiplying
0.50% by the principal amount of the Securities, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.


                       ARTICLE 7 - SUCCESSOR CORPORATION

     SECTION 7.1.  When Company May Merge, Etc.

     The Company shall not consolidate with or merge with or into, or, directly
or indirectly, sell, lease, convey, assign or otherwise transfer all or
substantially all of its property and assets to, any person unless:

          (a) either the Company shall be the resulting or surviving corporation
or such person is a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia, and
such person expressly assumes (i) by supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and interest on all of the outstanding
Securities and the due and punctual performance and observance of all other
covenants, agreements and conditions contained in this Indenture and the
Securities to be performed or observed by the Company (including, without
limitation, the obligations of the Company under Article 4 hereof) and (ii) the
obligations of the Company under the Registration Rights Agreement; and

                                       48
<PAGE>

          (b) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or such successor
corporation as a result of such transaction as having been incurred by the
Company or such successor corporation, as the case may be, at the time of such
transaction, no default or Event of Default shall have occurred and be
continuing.

     The Company shall deliver to the Trustee prior to the proposed transaction
an Officers' Certificate and an Opinion of Counsel, each of which shall comply
with Section 12.4 and shall state that such transaction and any such
supplemental indenture comply with this Article 7 and that all conditions
precedent herein relating to such transaction have been complied with; provided,
                                                                       --------
however, that such Opinion of Counsel shall address only the matters referred to
-------
in subsection (a) of this Section 7.1.

     SECTION 7.2.  Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, lease, conveyance,
assignment or other transfer of all or substantially all of the property and
assets of the Company in accordance with Section 7.1, the successor corporation
(if other than the Company) formed by such consolidation or into which the
Company is merged or to which such sale, lease, conveyance, assignment or other
transfer 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 corporation had been named as the Company herein, and the
predecessor corporation (except in the case of a lease) shall be released from
all of its obligations under this Indenture and the Securities.

     SECTION 7.3.  Limitation on Applicability.

     The provisions of Section 7.1 and 7.2 shall not apply to the sale, lease,
conveyance, assignment or other transfer of all or substantially all of the
properties and assets of the Company to a wholly owned Subsidiary of the
Company.

                        ARTICLE 8 - DEFAULT AND REMEDIES

     SECTION 8.1.  Events of Default.

     An "Event of Default" shall occur if:
         ----------------

     (1) the Company defaults in the payment of any interest on any Security
when the same becomes due and payable and the default continues for a period of
30 days, whether or not such payment shall be prohibited by the provisions of
Article 5 hereof;

     (2) the Company defaults in the payment of any principal of (including,
without limitation, any premium, if any, on) any Security when the same becomes
due and payable (whether at maturity, upon redemption, on a Change of Control
Payment Date or otherwise), whether or not such payment shall be prohibited by
the provisions of Article 5 hereof;

                                       49
<PAGE>

     (3) the Company fails to comply with any of its other agreements contained
in the Securities or this Indenture and the default continues for a period of 60
days after receipt of the notice specified below;

     (4) a default shall occur under any bond, debenture, note or other evidence
of indebtedness for money borrowed of the Company or any Significant Subsidiary
having an aggregate outstanding principal amount in excess of $5,000,000 which
default shall have resulted in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have been due and
payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 20 days following the
occurrence of such acceleration;

     (5)  the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

          (A) commences a voluntary case or proceeding;

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

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

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

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

          (A) is for relief against the Company or any Significant Subsidiary in
     an involuntary case or proceeding;

          (B) appoints a Custodian of the Company or any Significant Subsidiary
     or for all or substantially all of the property of the Company or any
     Significant Subsidiary; or

          (C) orders the liquidation of the Company or any Significant
     Subsidiary; and in each case the order or decree remains unstayed and in
     effect for 60 days.

     The term "Bankruptcy Law" means Title 11 of the United States Code (or any
               --------------
successor thereto) or any similar Federal or state law for the relief of
debtors.  The term "Custodian" means any receiver, trustee, assignee,
                    ---------
liquidator, sequestrator or similar official under any Bankruptcy Law.

     A default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then

                                       50
<PAGE>

outstanding notify the Company and the Trustee, of the default, and the Company
does not cure the default within 60 days after receipt of such notice. The
notice given pursuant to this Section 8.1 must specify the default, demand that
it be remedied and state that the notice is a "Notice of Default." When any
default under this Section 8.1 is cured, it ceases. The Trustee shall not be
charged with knowledge of any Event of Default unless written notice thereof
shall have been given to a Trust Officer at the Corporate Trust Office of the
Trustee by the Company, a Paying Agent, any Holder or any agent of any Holder.

     SECTION 8.2.  Acceleration.

     If an Event of Default (other than an Event of Default specified in clause
(5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by notice
to the Company, or the Holders of at least 25% in aggregate principal amount of
the Securities then outstanding may, by notice to the Company and the Trustee,
declare all unpaid principal of and accrued interest to the date of acceleration
on the Securities then outstanding (if not then due and payable) to be due and
payable upon any such declaration, and the same shall become and be immediately
due and payable.  If an Event of Default specified in clause (5) or (6) of
Section 8.1 occurs, all unpaid principal of and accrued interest on the
Securities then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.  The Holders of a majority in aggregate principal amount of the
Securities then outstanding by notice to the Trustee may rescind an acceleration
and its consequences if (a) all existing Events of Default, other than the
nonpayment of the principal of and accrued interest on the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate per annum borne by the Securities) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 9.7 have been made.  No such rescission shall affect any
subsequent default or impair any right consequent thereto.

     SECTION 8.3.  Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may, but shall
not be obligated to, pursue any available remedy by proceeding at law or in
equity to collect the payment of the principal of or interest on the Securities
or to enforce the performance of any provision of the Securities or this
Indenture.

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

                                       51
<PAGE>

     SECTION 8.4.  Waiver of Defaults and Events of Default.

     Subject to Sections 8.7 and 11.2, the Holders of a majority in principal
amount of the Securities then outstanding by notice to the Trustee may waive an
existing default or Event of Default and its consequences, except a default or
Event of Default in the payment of the principal of or interest on any Security
or any default or Event of Default in respect of any provision of this Indenture
or the Securities which, under Section 11.2, cannot be modified or amended
without the consent of the Holder of each Security affected (and except for any
default in respect of the payment of any amount to the Trustee pursuant to
Section 9.7, which shall not be waived without the consent of the Trustee).
When a default or Event of Default is waived, it is cured and ceases.

     SECTION 8.5.  Control by Majority.

     The Holders of a majority in principal amount of the Securities then
outstanding may 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 it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of another Holder or the Trustee, or that may involve
the Trustee in personal liability unless the Trustee is offered indemnity
satisfactory to it; provided, however, that the Trustee may take any other
                    --------  -------
action deemed proper by the Trustee which is not inconsistent with such
direction.

     SECTION 8.6.  Limitations on Suits.

     A Holder may not pursue any remedy with respect to this Indenture or the
Securities (except actions for payment of overdue principal or interest or for
the conversion of the Securities pursuant to Article 4) unless:

     (1) the Holder gives to the Trustee written notice of a continuing Event of
Default;

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

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

     (4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; 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 Securities then outstanding.

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

                                       52
<PAGE>

     SECTION 8.7.  Rights of Holders to Receive Payment and to Convert.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security and
this Indenture, to convert such Security in accordance with Article 4 and to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

     SECTION 8.8.  Collection Suit by Trustee.

     If an Event of Default in the payment of principal or interest specified in
clause (1) or (2) of Section 8.1 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or another obligor on the Securities for the whole amount of principal
and accrued interest remaining unpaid, together with, to the extent that payment
of such interest is lawful, interest on overdue principal and on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     SECTION 8.9.  Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any Judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due 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 9.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the Holders may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or
adopt any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any, Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any Such
proceeding.

     SECTION 8.10.  Priorities.

                                       53
<PAGE>

     If the Trustee collects any money pursuant to this Article 8, it shall pay
out the money in the following order:

     First, to the Trustee for amounts due under Section 9.7;

     Second, to the holders of Senior Indebtedness to the extent required by
     Article 5;

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

     Fourth, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 8.10.

     SECTION 8.11. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant.
This Section 8.11 does not apply to a suit made by the Trustee, a suit by a
Holder pursuant to Section 8.7, or a suit by Holders of more than 10% in
principal amount of the Securities then outstanding.

     SECTION 8.12. Waiver of Usury, Stay or Extension Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                              ARTICLE 9 - TRUSTEE

     SECTION 9.1.  Duties of Trustee.

          (a)  If an Event of Default known or made known to the Trustee has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this

                                       54
<PAGE>

Indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

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

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

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

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

               (1)  this paragraph does not limit the effect of subsection (b)
          of this Section 9.1;

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

               (3)  the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 8.5.

          (d)  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 unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

          (e)  Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 9.1.

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

     SECTION 9.2.  Rights of Trustee.

                                       55
<PAGE>

     Subject to Section 9.1:

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

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

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

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

     (e)  The Trustee may consult with counsel of its selection, and the advice
or opinion of such counsel as to matters of law shall be full and complete
authorization and protection in respect of any such action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.

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

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

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

     (i)  The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be

                                       56
<PAGE>

enforceable by, the Trustee in each of its capacities hereunder, and to each
Agent, Custodian and other Person employed to act hereunder.

     SECTION 9.3.  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate of
the Company with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like rights.  However, the Trustee is subject to
Sections 9.10 and 9.11.

     SECTION 9.4.  Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not he accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

     SECTION 9.5.  Notice of Default or Events of Default.

     If a default or an Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Securityholder notice of
the default or Event of Default within 90 days after it occurs.  Except in the
case of a default or an Event of Default in payment of the principal of or
interest on any Security, the Trustee may withhold the notice if and so long as
a committee of its Trust Officers in good faith determines that withholding
notice is in the interests of Securityholders.

     SECTION 9.6.  Reports by Trustee to Holders.

     If such report is required by TIA Section 313, within 60 days after each
January 15, beginning with the January 15 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
January 15 that complies with TIA Section 313(a).  The Trustee also shall comply
with TIA Section 313(b)(2) and (c).

     A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the SEC and each stock exchange, if any,
on which the Securities are listed.  The Company shall notify the Trustee
whenever the Securities become listed on any stock exchange or listed or
admitted to trading on any quotation system and any changes in the stock
exchanges or quotation systems on which the Securities are listed or admitted to
trading and of any delisting thereof.

     SECTION 9.7.  Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time such compensation
(as agreed to from time to time by the Company and the Trustee in writing) for
its services (which compensation shall not be limited by any provision of law in
regard to the compensation of a

                                       57
<PAGE>

trustee of an express trust). The Company shall reimburse the Trustee upon
request for all reasonable disbursements, expenses and advances incurred or made
by it. Such expenses may include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee or any predecessor Trustee (which
for purposes of this Section 9.7 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), (including reasonable legal fees
and expenses) incurred by it in connection with the acceptance or administration
of its duties under this Indenture or any action or failure to act as authorized
or within the discretion or rights or powers conferred upon the Trustee
hereunder including the reasonable costs and expenses of the Trustee and its
counsel in defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.  The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity.  The Company need not pay for any
settlement without its written consent, which shall not be unreasonably
withheld.

     The Company need not reimburse the Trustee for any expense or indemnify it
against any loss or liability incurred by it resulting from its gross negligence
or bad faith.

     To secure the Company's payment obligations in this Section 9.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on the
Securities.  The obligations of the Company under this Section 9.7 shall survive
the satisfaction and discharge of this Indenture or the resignation or removal
of the Trustee.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (5) or (6) of Section 8.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

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

     SECTION 9.8.  Replacement of Trustee.

     The Trustee may resign by so notifying the Company.  The Holders of a
majority in principal amount of the Securities then outstanding, may remove the
Trustee by so notifying the Trustee and may, with the Company's written consent,
appoint a successor Trustee.  The Company may remove the Trustee if:

     (1)  the Trustee falls to comply with Section 9.10;

     (2)  the Trustee is adjudged a bankrupt or an insolvent;

                                       58
<PAGE>

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

     (4)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  The resignation or removal of a Trustee shall not be effective until a
successor Trustee shall have delivered the written acceptance of its appointment
as described below.

     If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Company.

     If the Trustee fails to comply with Section 9.10, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.  A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall transfer all property held by
it as Trustee to the successor Trustee and be released from its obligations
(exclusive of any liabilities that the retiring Trustee may have incurred while
acting as Trustee) hereunder, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture.  A successor Trustee
shall mail notice of its succession to each Holder.

     A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession.

     Notwithstanding replacement of the Trustee pursuant to this Section 9.8,
the Company's obligations under Section 9.7 shall continue for the benefit of
the retiring Trustee.

     SECTION 9.9.   Successor Trustee by Merger, Etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust assets to, another corporation, the
resulting, surviving or transferee corporation, without any further act, shall
be the successor Trustee; provided such transferee corporation shall qualify and
                          --------
be eligible under Section 9.10. Such successor Trustee shall promptly mail
notice of its succession to the Company and each Holder.

     SECTION 9.10.  Eligibility; Disqualification.

     The Trustee shall always satisfy the requirements of paragraphs (1), (2)
and (5) of TIA Section 3l0(a).  The Trustee(or its parent holding company) shall
have a combined capital and surplus of at least $50,000,000.  If at any time the
Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 9. The
Trustee shall be subject to the provisions of TIA Section 310(b).  Nothing
herein

                                       59
<PAGE>

shall prevent the Trustee from film, with the SEC the application referred to in
the penultimate paragraph of TIA Section 310(b).

     SECTION 9.11.  Preferential Collection of Claims Against Company.

     The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


             ARTICLE 10 - SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 10.1. Satisfaction and Discharge of Indenture.

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

     (1)  either

          (A)  all Securities theretofore authenticated and delivered (other
     than (i) Securities which have been destroyed, lost or stolen and which
     have been replaced or paid as provided in Section 2.7 and (ii) Securities
     for whose payment money has theretofore been deposited in trust and
     thereafter repaid to the Company as provided in Section 10.3) have been
     delivered to the Trustee for cancellation; or

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

               (i)   have become due and payable, or

               (ii)  will become due and payable at the Final Maturity Date
          within one year, or

               (iii) 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), (ii) or (iii)
          above, has irrevocably deposited or caused to be irrevocably deposited
          with the Trustee or a Paying Agent (other than the Company or any of
          its Affiliates) as trust funds in trust for the purpose cash in an
          amount sufficient to pay and discharge the entire indebtedness on such
          Securities not theretofore delivered to the Trustee for cancellation,
          for principal and interest to the date of such deposit (in the case of
          Securities which have become due and payable) or to the Final Maturity
          Date or Redemption Date, as the case may be;

                                       60
<PAGE>

     (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 all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.7 shall survive and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7,
2.12, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 12.5, Article 4, the last paragraph
of Section 6.2 and this Article 10, shall survive until the Securities have been
paid in full.

     SECTION 10.2.  Application of Trust Money.

     Subject to the provisions of Section 10.3, the Trustee or a Paying Agent
shall hold in trust, for the benefit of the Holders, all money deposited with it
pursuant to Section 10.1 and shall apply the deposited money in accordance with
this Indenture and the Securities to the payment of the principal of and
interest on the Securities.  Money so held in trust shall not be subject to the
subordination provisions of Article 5.

     SECTION 10.3.  Repayment to Company.

     The Trustee and each Paying Agent shall promptly return to the Company upon
request any excess money deposited with the Trustee or such Paying Agent, as the
case may be, by the Company (after payment of all amounts payable under this
Indenture and the Securities), whether (i) deposited with them pursuant to
Section 10.1 or (ii) otherwise held by them at any time.  Subject to any
abandoned property laws that may be applicable, the Trustee and each Paying
Agent shall pay to the Company upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years after a
right to such money has matured; provided, however, that the Trustee or such
                                 --------  -------
Paying Agent, before being required to make any such payment, may at the expense
of the Company cause to be published once in a newspaper of general circulation
in The City of New York or mail to each Holder entitled to such money notice
that such money remains unclaimed and that after a date specified therein, which
shall be at least 30 days from the date of such publication or mailing, any
unclaimed balance of such money then remaining will be repaid to the Company.
After payment to the Company, Holders entitled to money must look to the Company
for payment as general creditors.

     SECTION 10.4.  Reinstatement.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 10.2 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application,

                                       61
<PAGE>

then the Company's obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section
10.1 until such time as the Trustee or such Paying Agent is permitted to apply
all Such money in accordance with Section 10.2; provided, however, that if the
                                                --------  -------
Company has made any payment of the principal of or interest on any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive any such payment from
the money held by the Trustee or such Paying Agent.


               ARTICLE 11 - AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 11.1.  Without Consent of Holders.

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

          (a)  to comply with Sections 4.11 and 7.1;

          (b)  to cure any ambiguity, defect or inconsistency;

          (c)  to make any other change that does not adversely effect the
     rights of any Securityholder;

          (d)  to comply with the provisions of the TIA; or

          (e)  to appoint a successor Trustee.

     SECTION 11.2.  With Consent of Holders.

     The Company and the Trustee may amend or supplement this Indenture or the
Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding.  The Holders of
at least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder.  However, notwithstanding the foregoing but subject to Section
11.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 8.4, may not:

     (1)  reduce the percentage of the aggregate principal amount of the
          outstanding Securities whose Holders must consent to an amendment,
          supplement or waiver;

     (2)  reduce the rate of or change the time for payment of interest on any
          Security;

                                       62
<PAGE>

     (3)  reduce the principal of or premium on or change the fixed maturity of
          any Security;

     (4)  alter the conversion provisions with respect to any Security in a
          manner adverse to the Holder thereof,

     (5)  waive a default in the payment (whether at maturity, upon redemption,
          on an interest payment date, on a Change in Control Payment Date or
          otherwise) of the principal of (including any premium) or interest on
          any Security;

     (6)  make any changes in Section 8.4 or in this Section 11.2, except to
          increase any percentage in aggregate principal amount of outstanding
          Securities required for any amendment, supplement or waiver;

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

     (8)  make any Security payable in money other than that stated in the
          Security.

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

     After an amendment, supplement or waiver under this Section 11.2 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

     An amendment or supplement under this Section 11.2 or under Section 1.1 may
not make any change that adversely affects the rights under Article 5 of any
holder of an issue of Senior Indebtedness unless the holders of that issue,
pursuant to its terms, consent to the change.

     SECTION 11.3.  Compliance with Trust Indenture Act.

     Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as in effect at the date of such amendment or supplement.

     SECTION 11.4.  Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security.  However, any such Holder or subsequent Holder may revoke the consent
as to its Security or portion of a Security if the Trustee receives the notice
of revocation before the date the amendment, supplement or waiver becomes
effective.  After an

                                       63
<PAGE>

amendment, supplement or waiver becomes effective, it shall bind every
Securityholder, unless it makes a change described in any of clauses (1) through
(8) of Section 11.2. In that case the amendment, supplement or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security.

     SECTION 11.5.  Notation on or Exchange of Securities.

     If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

     SECTION 11.6.  Trustee to Sign Amendments, Etc.

     The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article 11 if the amendment or supplemental indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, in its sole discretion, but need not sign it.  In
signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and, subject to Section 9.1, shall be fully
protected in relying upon, an Opinion of Counsel stating that such amendment or
supplemental indenture is authorized or permitted by this Indenture.  The
Company may not sign an amendment or supplemental indenture until the Board of
Directors approves it.

                          ARTICLE 12 - MISCELLANEOUS

     SECTION 12.1.  Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

     SECTION 12.2.  Notices.

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

     If to the Company:

     ACT Manufacturing, Inc.
     2 Cabot Road
     Hudson, MA 01749

                                       64
<PAGE>

     Attention: Chief Financial Officer

     with a copy to:

     Testa, Hurwitz & Thibeault, LLP
     125 High Street
     Boston, MA 02110
     Attention: John A. Meltaus, Esq.

     If to the Trustee:

     if by mail:
     -----------

     State Street Bank and Trust Company
     Global Investor Services Group
     Corporate Trust Department
     P.O. Box 778
     Boston, MA 02102-0778
     Attention: Michael Quaile

     if by delivery of courier:
     --------------------------

     State Street Bank and Trust Company
     Global Investor Services Group
     Corporate Trust Department
     2 Avenue de Lafayette
     Boston, MA 02111-1224
     Attention: Michael Quaile

     with a copy to:

     Peabody & Arnold LLP
     50 Rowes Wharf
     Boston, MA 02110
     Attention: Robert J. Coughlin, Esq.

     Such notices or communications shall be effective when received.

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

     Any notice or communication mailed to a Securityholder shall be mailed by
first-class mail to it at its address shown on the register kept by the Primary
Registrar.

                                       65
<PAGE>

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

     SECTION 12.3.  Communications by Holders with Other Holders.

     Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

     SECTION 12.4.  Certificate and Opinion as to Conditions Precedent.

     (a) Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee at the
request of the Trustee:

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

               (2) an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent (including any covenants, compliance
     with which constitutes a condition precedent) have been complied with.

     (b) Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

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

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

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

               (4) a statement as to whether or not, in the opinion of such
     person, such condition or covenant has been complied with; provided,
                                                                --------
     however, that with respect to matters of fact an Opinion of Counsel may
     -------
     rely on an Officers' Certificate or certificates of public officials.

                                       66
<PAGE>

     SECTION 12.5.  Record Date for Vote or Consent of Securityholders.

     The Company (or, in the event deposits have been made pursuant to Section
10.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall not be
more than 30 days prior to the date of the commencement of solicitation of such
action.  Notwithstanding the provisions of Section 11.4, if a record date is
fixed, those persons who were Holders of Securities at the close of business on
such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date.

     SECTION 12.6.  Rules by Trustee, Paying Agent, Registrar and Conversion
Agent.

     The Trustee may make reasonable rules (not inconsistent with the terms of
this Indenture) for action by or at a meeting of Holders.  Any Registrar, Paying
Agent or Conversion Agent may make reasonable rules for its functions.

     SECTION 12.7.  Legal Holidays.

     A "Legal Holiday" is a Saturday, Sunday or a day on which banking
        -------------
institutions in the State of New York, or in the city in which the Corporate
Trust Office is located, are authorized or required by law to close.  If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.  If a regular record date is a Legal Holiday, the record
date shall not be affected.

     SECTION 12.8.  Governing Law.

     This Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.

     SECTION 12.9.  No Adverse Interpretation of Other Agreements.

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

     SECTION 12.10.  No Recourse Against Others.

     All liability described in paragraph 18 of the Securities of any director,
officer, employee or stockholder, as such, of the Company is waived and
released.

                                       67
<PAGE>

     SECTION 12.11.  Successors.

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

     SECTION 12.12.  Multiple Counterparts.

     The parties may sign multiple counterparts of this Indenture.  Each signed
Counterpart shall be deemed an original, but all of them together represent the
same agreement.

     SECTION 12.13.  Separability.

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

     SECTION 12.14.  Table of Contents, Headings, Etc.

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


                            [SIGNATURE PAGE FOLLOWS]

                                       68
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the date and year first above written.

                    ACT MANUFACTURING, INC.



                    By: /s/ John A. Pino
                        -----------------------------------
                        Name:  John A. Pino
                        Title: President, CEO & Chairman


                    STATE STREET BANK AND
                    TRUST COMPANY, as Trustee



                    By: /s/ Ruth A. Smith
                        -----------------------------------
                        Name:  Ruth A. Smith
                        Title: Vice President

                                       69
<PAGE>

                                   EXHIBIT A
                                   ---------

                           [FORM OF FACE OF SECURITY]

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

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS 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.](1)

(1)  These paragraphs should be included only if the Security is a Global
     Security.


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

     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
MAY BE OFFERED, RESOLD, PLEDGED OR
<PAGE>

OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

     THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)

(2)  These paragraphs to be included only if the Security is a Transfer
     Restricted Security.

                                       2
<PAGE>

                            ACT MANUFACTURING, INC.

CUSIP:               [FOR RESTRICTED GLOBAL SECURITIES]        R-________

              7% CONVERTIBLE SUBORDINATED NOTES DUE APRIL 15, 2007


          ACT Manufacturing, Inc., a Massachusetts corporation (the "Company",
     which term shall include any successor corporation under the Indenture
     referred to on the reverse hereof), promises to pay to ___________________
     or its registered assigns, the principal sum of _________________ Dollars
     ($________) on April 15, 2007 [or such greater or lesser amount as is
     indicated on the Schedule of Exchanges of Notes on the other side of this
     Note].(3)

Interest Payment Dates:  April 15 and October 15

Record Dates:            April 1 and October 1

     This Note is convertible as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this Note.

                            [SIGNATURE PAGE FOLLOWS]

____________________

(3)  This phrase should be included only if the Security is a Global Security.
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                   ACT MANUFACTURING, INC.



                                   By: _______________________________
                                   Name:
                                   Title:

[SEAL]


Attest: ________________________
Name:
Title:


Dated: _________________________


Trustee's Certificate of Authentication:  This
is one of the Securities referred to in the
within-mentioned Indenture.

STATE STREET BANK AND
TRUST COMPANY, as Trustee



By: ____________________________
     Authorized Signatory

                                       2
<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]
                            ACT MANUFACTURING, INC.
              7% CONVERTIBLE SUBORDINATED NOTES DUE APRIL 15, 2007

1.   INTEREST

     ACT Manufacturing, Inc., a Massachusetts corporation (the "Company", which
term shall include any successor corporation under the Indenture hereinafter
referred to), promises to pay interest on the principal amount of this Note at
the rate of 7% per annum.  The Company shall pay interest semiannually on April
15 and October 15 of each year, commencing October 15, 2000.  Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from April 18, 2000; provided, however, that if
                                                   --------  -------
there is not an existing default in the payment of interest and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.   METHOD OF PAYMENT

     The Company shall pay interest on this Note (except defaulted interest) to
the person who is the Holder of this Note at the close of business on April 1 or
October 1, as the case may be, next preceding the related interest payment date.
The Holder must surrender this Note to a Paying Agent to collect payment of
principal.  The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.  The Company may pay principal and interest in respect of any
certificated Note by check or wire payable in such money.  It may mail an
interest check to the Holder's registered address.  Notwithstanding the
foregoing, so long as this Note is registered in the name of a Depositary or its
nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

3.   PAYING AGENT, REGISTRAR AND CONVERSION AGENT

     Initially, State Street Bank and Trust Company (the "Trustee", which term
shall include any successor trustee under the Indenture hereinafter referred to)
will act as Paying Agent, Registrar and Conversion Agent.  The Company may
change any Paying Agent, Registrar or Conversion Agent without notice to the
Holder.  The Company or any of its Subsidiaries may, subject to certain
limitations set forth in the Indenture, act as Paying Agent or Registrar.

4.   INDENTURE; LIMITATIONS

     This Note is one of a duly authorized issue of Securities of the Company
designated as its 7% Convertible Subordinated Notes due April 15, 2007 (the
"Notes"), issued under an Indenture dated as of April 18, 2000 (together with
any supplemental indentures thereto, the "Indenture"), between the Company and
the Trustee.  The terms of this Note include those stated in the Indenture and
those required by or made part of the Indenture by reference to the Trust
Indenture
<PAGE>

Act of 1939, as amended, as in effect on the date of the Indenture. This Note is
subject to all such terms, and the Holder of this Note is referred to the
Indenture and said Act for a statement of them.

     The Notes are subordinated unsecured obligations of the Company limited to
$100,000,000 aggregate principal amount, subject to Section 2.2 of the
Indenture.  The Indenture does not limit other debt of the Company, secured or
unsecured, including Senior Indebtedness.

5.   REDEMPTION

     (a) Provisional Redemption.  The Notes may be provisionally redeemed by the
         ----------------------
Company, in whole or in part, at any time on or after October 20, 2001 and prior
to April 20, 2003, at a Redemption Price equal to 100% of the principal amount
thereof to be redeemed plus accrued and unpaid interest, if any, to the
Redemption Date if (i) the closing price of the Common Stock shall have exceeded
140% of the Conversion Price then in effect for at least 20 Trading Days in any
consecutive 30 Trading Day period ending on the Trading Day prior to the date of
mailing of the notice of Provisional Redemption and (ii) in accordance with the
terms of the Registration Rights Agreement, the Shelf Registration Statement is
effective and available for use and is expected to remain effective and
available for use for the 30 days immediately following the Redemption Date.
Upon any such Provisional Redemption, the Company shall make an additional Make-
Whole Payment in cash with respect to the Notes called for redemption to Holders
on the Redemption Notice Date in an amount equal to $105 per $1,000 Note, less
the amount of any interest (at the rate set forth in the title to the Notes)
actually paid on such Note after October 15, 2001 and prior to such date.  The
Company shall make the Make-Whole Payment on all Notes called for Provisional
Redemption, including any Notes converted into Common Stock after the Redemption
Notice Date and prior to the Redemption Date.

     (b) Optional Redemption.  The Notes are subject to redemption, at any time
         -------------------
on or after April 20, 2003, as a whole or from time to time in part, at the
election of the Company.  The Redemption Prices (expressed as percentages of the
principal amount) are as follows for Notes redeemed during the periods set forth
below:

     Period                                           Percentage
     ------                                           ----------

     April 20, 2003 through April 14, 2004 ..........   103.50%
     April 15, 2004 through April 14, 2005 ..........   102.33%
     April 15, 2005 through April 14, 2006 ..........   101.17%
     April 15, 2006 and thereafter ..................   100%

in each case together with accrued interest up to but not including the
Redemption Date; provided that installments of interest that are due and payable
                 --------
on interest payment dates falling on or prior to the relevant Redemption Date
will be payable to the Holders in whose names the Notes are registered at the
close of business on the relevant record dates.

                                      -2-
<PAGE>

6.   NOTICE OF REDEMPTION

     Notice of redemption will be mailed by first-class mail at least 20 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at its registered address.  Notes in denominations larger than
$1,000 may be redeemed in part, but only in whole multiples of $1,000.  On and
after the Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued interest, if any, accrued to
but excluding the Redemption Date, interest shall cease to accrue on the Notes
or portions of them called for redemption.

7.   PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 30 Business Days after the occurrence of a Change in
Control, at a purchase price equal to 100% of the principal amount thereof
together with accrued interest up to but not including the Change in Control
Payment Date.  The Holder shall have the right to withdraw any Change in Control
Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral
multiple of $1,000 in excess thereof) at any time prior to the close of business
on the second Business Day immediately preceding the Change in Control Payment
Date by delivering a written notice of withdrawal to the Paying Agent in
accordance with the terms of the Indenture.

8.   CONVERSION

     A Holder of a Note may convert the principal amount of such Note (or any
portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into shares of Common Stock at any time prior to the close of business
on April 15, 2007; provided, however, that if the Note is called for redemption,
                   --------  -------
the conversion right will terminate at the close of business on the Business Day
immediately preceding the Redemption Date for such Note or such earlier date as
the Holder presents such Note for redemption (unless the Company shall default
in making the redemption payment when due, in which case the conversion right
shall terminate at the close of business on the date such default is cured and
such Note is redeemed).  The initial Conversion Price is $42.90 per share,
subject to adjustment under certain circumstances.  The number of shares of
Common Stock issuable upon conversion of a Note is determined by dividing the
principal amount of the Note or portion thereof converted by the Conversion
Price in effect on the Conversion Date.  No payment or adjustment will be made
for accrued interest on a converted Note, except as described in the next
succeeding paragraph, or for dividends or distributions on shares of Common
Stock issued upon conversion of a Note.  No fractional shares will be issued
upon conversion; in lieu thereof, an amount will be paid in cash based upon the
closing price (as defined in the Indenture) of the Common Stock on the Trading
Day immediately prior to the Conversion Date.

                                      -3-
<PAGE>

     To convert a Note, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Note to a Conversion Agent, (c) furnish appropriate
endorsements and transfer documents if required by a Registrar or a Conversion
Agent, and (d) pay any transfer or similar tax, if required.  If a Holder
surrenders a Note for conversion after the close of business on the record date
for the payment of an installment of interest and before the close of business
on the related interest payment date, then, notwithstanding such conversion, the
interest payable on such interest payment date shall be paid to the Holder in
whose name such Note was registered at the close of business on such record
date.  In such event, unless the Note has been called for redemption, such Note,
when surrendered for conversion, must be accompanied by payment of an amount
equal to the interest payable on such interest payment date on the principal
amount of the Note or portion thereof then converted.  If the Company defaults
in the payment of interest payable on such interest payment date, the Company
shall promptly repay such funds to such Holder.

     A Note in respect of which a Holder had delivered a Change in Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Note may be converted only if the Chance in Control Purchase
Notice is withdrawn in accordance with the terms of the Indenture.

9.   CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

     Any Notes called for redemption, unless surrendered for conversion before
the close of business on the Business Day immediately preceding the Redemption
Date, may be deemed to be purchased from the Holders of such Notes at an amount
not less than the Redemption Price, together with accrued interest, if any, to,
but not including, the Redemption Date, by one or more investment bankers or
other purchasers who may agree with the Company to purchase such Notes from the
Holders, to convert them into Common Stock of the Company and to make payment
for such Notes to the Paying Agent in trust for such Holders.

10.  SUBORDINATION

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company.  Any Holder by
accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect.

     In addition to all other rights of Senior Indebtedness described in the
Indenture, the Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any terms of any instrument relating to the
Senior Indebtedness or any extension or renewal of the Senior Indebtedness.

                                      -4-
<PAGE>

11.  ADDITIONAL INTEREST

     If this Note is a Transfer Restricted Security, then the Holder of this
Note [(including any Person that has a beneficial interest in this Note)](4) and
the Common Stock issuable upon conversion thereof is entitled to the benefits of
a Registration Rights Agreement, dated as of April 12, 2000, executed by the
Company.  If a Registration Default (as defined in the Registration Rights
Agreement) occurs, Additional Interest will accrue on this Note from and
including the day on which such Registration Default occurs, to but excluding
the day on which such Registration Default has been cured.  Additional Interest
will be paid semiannually in arrears, with the first semiannual payment due on
the first interest payment date in respect of the Notes following the date on
which such Additional Interest begins to accrue, and will accrue at a rate per
annum equal to an additional one-half of one percent (0.50%) of the principal
amount of the Notes.  The amount of Additional Interest will be determined by
multiplying 0.50% by the principal amount of the Notes, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.

______________________________

(4)  This phrase should be included only if the Security is a Global Security.



12.  DENOMINATIONS; TRANSFER; EXCHANGE

     The Notes are in registered form without coupons in denominations of $1,000
and integral multiples of $1,000.  A Holder may register the transfer of or
exchange Notes in accordance with the Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

13.  PERSONS DEEMED OWNERS

     The Holder of a Note may be treated as the owner of it for all purposes.

14.  UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
written request.  After that, Holders entitled to money must look to the Company
for payment.

15.  AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the

                                      -5-
<PAGE>

Notes then outstanding, and an existing default or Event of Default and its
consequence or compliance with any provision of the Indenture or the Notes may
be waived in a particular instance with the consent of the Holders of a majority
in principal amount of the Notes then outstanding. Without the consent of or
notice to any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency or make any other change that does not adversely affect the rights
of any Holder.

16.  SUCCESSOR CORPORATION

     When a successor corporation assumes all the obligations of its predecessor
under the Notes and the Indenture in accordance with the terms and conditions of
the Indenture, the predecessor corporation will (except in certain circumstances
specified in the Indenture) be released from those obligations.

17.  DEFAULTS AND REMEDIES

     Under the Indenture, an Event of Default includes:  (i) default for 30 days
in payment of any interest on any Notes; (ii) default in payment of any
principal (including, without limitation, any premium, if any) on the Notes when
due (whether at maturity, upon redemption, on a Change of Control Payment Date,
or otherwise); (iii) failure by the Company for 60 days after notice to it to
comply with any of its other agreements contained in the Indenture or the Notes;
(iv) certain events of bankruptcy, insolvency or reorganization of the Company
or any Significant Subsidiary; and (v) the acceleration of certain other
indebtedness of the Company or any Significant Subsidiary.  If an Event of
Default (other than as a result of certain events of bankruptcy, insolvency or
reorganization of the Company or any Significant Subsidiary) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes then outstanding may declare all unpaid principal of and accrued
interest to the date of acceleration on the Notes then outstanding to be due and
payable immediately, all as and to the extent provided in the Indenture.  If an
Event of Default occurs as a result of certain events of bankruptcy, insolvency
or reorganization of the Company or any Significant Subsidiary, unpaid principal
of and accrued interest on the Notes then outstanding shall become due and
payable immediately without any declaration or other act on the part of the
Trustee or any Holder, all as and to the extent provided in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes.  Subject to certain limitations, Holders of
a majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests.  The Company is required to file periodic reports with the Trustee as
to the absence of any default.

                                      -6-
<PAGE>

18.  TRUSTEE DEALINGS WITH THE COMPANY

     State Street Bank and Trust Company, the Trustee under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from
and perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

19.  NO RECOURSE AGAINST OTHERS

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Notes or the
Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation.  The Holder of this Note by accepting this Note
waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of this Note.

20.  DISCHARGE PRIOR TO MATURITY

     If all of the Notes have been delivered to the Trustee for cancellation
(subject to certain exceptions provided in the Indenture) or all the Notes not
theretofore delivered to the Trustee for cancellation have become due and
payable or will become due and payable at their Final Maturity Date within one
year or are to be called for redemption within one year, all on the terms and
conditions provided in the Indenture, and if the Company deposits with the
Trustee or a Paying Agent cash in an amount sufficient to pay the principal of
and interest on the Notes to the date of such deposit (in the case of Notes
which have become due and payable) or to the Final Maturity Date or the
Redemption Date, as the case may be, the Company will be discharged from its
obligations under the Indenture except for certain provisions thereof.

21.  AUTHENTICATION

     This Note shall not be valid until the Trustee or an authenticating agent
manually signs the certificate of authentication on the other side of this Note.

22.  ABBREVIATIONS AND DEFINITIONS

     Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

     All terms used in this Note but not specifically defined herein are defined
in the Indenture and are used herein as so defined.

                                      -7-
<PAGE>

23.  INDENTURE TO CONTROL; GOVERNING LAW

     In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control.  This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principals of conflicts of law.

     The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture.  Requests may be made to:  ACT Manufacturing,
Inc., 2 Cabot Road, Hudson, MA  01749, Attention: Chief Financial Officer.

                                      -8-
<PAGE>

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

________________________________________________________________________________

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

                                        Your Signature:


Date:______________________________     __________________________________
                                        (Sign exactly as your name appears
                                        on the other side of this Note)

*Signature guaranteed by:


By:________________________________

* The signature must be guaranteed by an institution which is a member of one of
  the following recognized signature guaranty programs:  (i) the Securities
  Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
  Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
  (iv) such other guaranty program acceptable to the Trustee.
<PAGE>

                               CONVERSION NOTICE

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

     To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000):  $__________

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                        Your Signature:


Date:______________________________     __________________________________
                                        (Sign exactly as your name appears
                                        on the other side of this Note)

*Signature guaranteed by:


By:________________________________


* The signature must be guaranteed by an institution which is a member of one of
  the following recognized signature guaranty programs: (i) the Securities
  Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
  Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
  (iv) such other guaranty program acceptable to the Trustee.

                                       2
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

     To elect that the Company purchase this Note pursuant to a Change in
Control Offer, check the box: [_]

     To elect that the Company purchase only part of this Note pursuant to a
Change in Control Offer, state the principal amount to be purchased (must be $
1,000 or a multiple of $1,000):  $___________


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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


                                        Your Signature:


Date:______________________________     __________________________________
                                        (Sign exactly as your name appears
                                        on the other side of this Note)

*Signature guaranteed by:


By:________________________________


* The signature must be guaranteed by an institution which is a member of one of
  the following recognized signature guaranty programs: (i) the Securities
  Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
  Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
  (iv) such other guaranty program acceptable to the Trustee.

                                       3
<PAGE>

                       SCHEDULE OF EXCHANGES OF NOTES(5)

          The following exchanges, redemptions, repurchases or conversions of a
part of this global Note have been made:


<TABLE>
<CAPTION>
                  AMOUNT OF            AMOUNT OF        PRINCIPAL AMOUNT
                 DECREASE IN          INCREASE IN        OF THIS GLOBAL        AUTHORIZED
              PRINCIPAL AMOUNT     PRINCIPAL AMOUNT      NOTE FOLLOWING       SIGNATORY OF
 DATE OF           OF THIS              OF THIS          SUCH DECREASE         SECURITIES
 EXCHANGE        GLOBAL NOTE          GLOBAL NOTE         OR INCREASE          CUSTODIAN
----------   -------------------  -------------------  ------------------  ------------------
<S>          <C>                  <C>                  <C>                 <C>
</TABLE>


_______________

(5)  This schedule should be included only if the Security is a Global Security.

                                       4
<PAGE>

         CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                 TRANSFER OF TRANSFER RESTRICTED SECURITIES(6)

Re:  7% Convertible Subordinated Notes due April 15, 2007 (the "Notes") of ACT
     Manufacturing, Inc.

     This certificate relates to $_________ principal amount of Notes owned in
(check applicable box)

[_] book-entry or         [_]definitive form by ___________ (the "Transferor").

     The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Notes.

     In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in Section 2.12 of the Indenture
dated as of April 18, 2000 between ACT Manufacturing, Inc. and State Street Bank
and Trust Company (the "Indenture"), and the transfer of such Note is being made
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Securities Act") (check applicable box) or the transfer
or exchange, as the case may be, of such Note does not require registration
under the Securities Act because (check applicable box):

     [_]  Such Note is being transferred pursuant to an effective registration
          statement under the Securities Act.

     [_]  Such Note is being acquired for the Transferor's own account, without
          transfer.

     [_]  Such Note is being transferred to the Company or a Subsidiary (as
          defined in the Indenture) of the Company.

     [_]  Such Note is being transferred to a person the Transferor reasonably
          believes is a "qualified institutional buyer" (as defined in Rule 144A
          under the Securities Act or any successor provision thereto ("Rule
          144A")) that is purchasing for its own account or for the account of a
          "qualified institutional buyer," in each case to whom notice has been
          given that the transfer is being made in reliance on such Rule 144A.

     [_]  Such Note is being transferred pursuant to and in compliance with an
          exemption from the registration requirements under the Securities Act
          in accordance with Rule 144 under the Securities Act or any successor
          provision thereto ("Rule 144").

                                       5
<PAGE>

     Such Note is being transferred pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act (other than
an exemption referred to above) and as a result of which such Note will, upon
such transfer, cease to be a "restricted security" within the meaning of Rule
144 under the Securities Act.

     The Transferor acknowledges and agrees that, if the transferee will hold
any such Notes in the form of beneficial interests in a global Note which is a
"restricted security" within the meaning of Rule 144 under the Securities Act,
then such transfer can only be made pursuant to Rule 144A under the Securities
Act and such transferee must be a "qualified institutional buyer" (as defined in
Rule 144A).


                                        ____________________________________
                                        (Insert Name of Transferor)


                                        By:_________________________________

Date:__________________________

_____________________

(6)  This certificate should only be included if this Security is a Transfer
     Restricted Security.

                                       6