<PAGE>

                            DUPONT PHOTOMASKS, INC.


                     E.I. DU PONT DE NEMOURS AND COMPANY,
                                 as Guarantor



                  CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                                  as Trustee



                                   INDENTURE



                           Dated as of July __, 2000

                _____% Convertible Subordinated Notes Due 2004
<PAGE>

<TABLE>
<S>                                                                      <C>

                               TABLE OF CONTENTS
                               -----------------

                                                                         Page
                                                                         ----

                                  ARTICLE 1
                                 Definitions

Section 1.01.  Definitions................................................  2

                                   ARTICLE 2
       Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01.  Designation Amount and Issue of Notes......................  9
Section 2.02.  Form of Notes and Guarantees...............................  9
Section 2.03.  Date and Denomination of Notes; Payments of Interest....... 10
Section 2.04.  Execution of Notes and Guarantees.......................... 12
Section 2.05.  Exchange and Registration of Transfer of Notes; Global
        Notes; Depositary................................................. 13
Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes................. 16
Section 2.07.  Temporary Notes............................................ 17
Section 2.08.  Cancellation of Notes Paid, Etc............................ 18
Section 2.09.  CUSIP Numbers.............................................. 18
</TABLE>

                                   ARTICLE 3
                              Redemption of Notes

<TABLE>
<S>                                                                        <C>
Section 3.01.  Redemption Prices.......................................... 19
Section 3.02.  Notice of Redemption; Selection of Notes................... 19
Section 3.03.  Payment of Notes Called for Redemption..................... 20
Section 3.04.  Conversion Arrangement on Call for Redemption.............. 21
Section 3.05.  Redemption at Option of Holders............................ 22
</TABLE>

                                   ARTICLE 4
                            Subordination of Notes
<TABLE>
<S>                                                                        <C>
Section 4.01.  Agreement of Subordination................................. 25
Section 4.02.  Payment to Noteholders..................................... 25
Section 4.03.  Subrogation of Notes....................................... 28
Section 4.04.  Authorization to Effect Subordination...................... 30
Section 4.05.  Notice to Trustee.......................................... 30
Section 4.06.  Trustee's Relation to Senior Indebtedness.................. 31
Section 4.07.  No Impairment of Subordination............................. 31
Section 4.08.  Certain Conversions Not Deemed Payment..................... 31
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                        <C>
Section 4.09.  Article Applicable to Paying Agents.........................32
Section 4.10.  Senior Indebtedness Entitled to Rely........................32
Section 4.11.  Reliance on Judicial Order or Certificate of Liquidating
        Agent..............................................................32
Section 4.12.  Article Inapplicable to Guarantees..........................33
</TABLE>

                                   ARTICLE 5
             Particular Covenants of the Company and the Guarantor
<TABLE>
<S>                                                                        <C>
Section 5.01.  Payment of Principal, Premium and Interest..................33
Section 5.02.  Maintenance of Office or Agency.............................33
Section 5.03.  Appointments to Fill Vacancies in Trustee's Office..........35
Section 5.04.  Provisions as to Paying Agent...............................35
Section 5.05.  Existence...................................................36
Section 5.06.  Maintenance of Properties...................................37
Section 5.07.  Payment of Taxes and Other Claims...........................37
Section 5.08.  Stay, Extension and Usury Laws..............................37
Section 5.09.  Compliance Certificate......................................38
</TABLE>
                                   ARTICLE 6
         Noteholders' Lists and Reports by the Company and the Trustee
<TABLE>
<S>                                                                        <C>
Section 6.01.  Noteholders' Lists..........................................38
Section 6.02.  Preservation and Disclosure of Lists........................39
Section 6.03.  Reports by Trustee..........................................39
Section 6.04.  Reports by Company..........................................39
</TABLE>
                                   ARTICLE 7
        Remedies of the Trustee and Noteholders on an Event of Default
<TABLE>
<S>                                                                        <C>
Section 7.01.  Events of Default...........................................40
Section 7.02.  Payments of Notes on Default; Suit Therefor.................42
Section 7.03.  Application of Monies Collected by Trustee..................44
Section 7.04.  Proceedings by Noteholder...................................45
Section 7.05.  Proceedings by Trustee......................................46
Section 7.06.  Remedies Cumulative and Continuing..........................46
Section 7.07.  Direction of Proceedings and Waiver of Defaults by
        Majority of Noteholders............................................47
Section 7.08.  Notice of Defaults..........................................47
Section 7.09.  Undertaking to Pay Costs....................................47
</TABLE>

                                      ii
<PAGE>

                                   ARTICLE 8
                            Concerning the Trustee
<TABLE>

<S>                                                                        <C>
Section 8.01.  Duties and Responsibilities of Trustee..................... 48
Section 8.02.  Reliance on Documents, Opinions, Etc....................... 50
Section 8.03.  No Responsibility for Recitals, Etc........................ 51
Section 8.04.  Trustee, Paying Agents, Conversion Agents or Registrar May
        Own Notes......................................................... 52
Section 8.05.  Monies to Be Held in Trust................................. 52
Section 8.06.  Compensation and Expenses of Trustee....................... 52
Section 8.07.  Officers' Certificate as Evidence.......................... 53
Section 8.08.  Conflicting Interests of Trustee........................... 53
Section 8.09.  Eligibility of Trustee..................................... 53
Section 8.10.  Resignation or Removal of Trustee.......................... 53
Section 8.11.  Acceptance by Successor Trustee............................ 55
Section 8.12.  Succession by Merger, Etc.................................. 56
Section 8.13.  Preferential Collection of Claims.......................... 56
Section 8.14.  Trustee's Application for Instructions from the Company.... 56
</TABLE>
                                   ARTICLE 9
                          Concerning the Noteholders
<TABLE>
<S>                                                                        <C>
Section 9.01.  Action by Noteholders...................................... 57
Section 9.02.  Proof of Execution by Noteholders.......................... 57
Section 9.03.  Who Are Deemed Absolute Owners............................. 58
Section 9.04.  Company and Guarantor Owned Notes Disregarded.............. 58
Section 9.05.  Revocation of Consents; Future Holders Bound............... 58
</TABLE>
                                  ARTICLE 10
                             Noteholders' Meetings
<TABLE>
<S>                                                                        <C>
Section 10.01.  Purpose of Meetings....................................... 59
Section 10.02.  Call of Meetings by Trustee............................... 59
Section 10.03.  Call of Meetings by Company, Guarantor or Noteholders..... 60
Section 10.04.  Qualifications for Voting................................. 60
Section 10.05.  Regulations............................................... 60
Section 10.06.  Voting.................................................... 61
Section 10.07.  No Delay of Rights by Meeting............................. 61
</TABLE>

                                      iii

<PAGE>

                                  ARTICLE 11
                           Supplemental Indentures
<TABLE>
<S>                                                                        <C>
Section 11.01.  Supplemental Indentures Without Consent of Noteholders.... 62
Section 11.02.  Supplemental Indentures with Consent of Noteholders....... 63
Section 11.03.  Effect of Supplemental Indenture.......................... 64
Section 11.04.  Notation on Notes......................................... 65
Section 11.05.  Evidence of Compliance of Supplemental Indenture to be
        Furnished Trustee................................................. 65
</TABLE>

                                  ARTICLE 12
               Consolidation, Merger, Sale, Conveyance and Lease
<TABLE>
<S>                                                                        <C>
Section 12.01.  Company and Guarantor May Consolidate Etc. on Certain
        Terms............................................................. 65
Section 12.02.  Successor Corporation to Be Substituted................... 66
Section 12.03.  Opinion of Counsel to Be Given Trustee.................... 67
</TABLE>
                                  ARTICLE 13
                    Satisfaction and Discharge of Indenture
<TABLE>
<S>                                                                        <C>
Section 13.01.  Discharge of Indenture.................................... 68
Section 13.02.  Deposited Monies to Be Held in Trust by Trustee........... 68
Section 13.03.  Paying Agent to Repay Monies Held......................... 69
Section 13.04.  Return of Unclaimed Monies................................ 69
Section 13.05.  Reinstatement............................................. 69
</TABLE>
                                  ARTICLE 14
        Immunity of Incorporators, Stockholders, Officers and Directors
<TABLE>
<S>                                                                        <C>
Section 14.01.  Indenture, Notes and Guarantees Solely Corporate
        Obligations....................................................... 70
</TABLE>

                                  ARTICLE 15
                              Conversion of Notes
<TABLE>
<S>                                                                        <C>
Section 15.01.  Right to Convert.......................................... 70
Section 15.02.  Exercise of Conversion Privilege; Issuance of Common Stock
        on Conversion; No Adjustment for Interest or Dividends............ 71
Section 15.03.  Cash Payments in Lieu of Fractional Shares................ 72
Section 15.04.  Conversion Price.......................................... 73
Section 15.05.  Adjustment of Conversion Price............................ 73
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                       <C>
Section 15.06.  Effect of Reclassification, Consolidation, Merger or Sale  83
Section 15.07.  Taxes on Shares Issued.................................... 84
Section 15.08.  Reservation of Shares; Shares to Be Fully Paid; Compliance
        with Governmental Requirements; Listing of Common Stock........... 85
Section 15.09.  Responsibility of Trustee................................. 85
Section 15.10.  Notice to Holders Prior to Certain Actions................ 86
</TABLE>
                                  ARTICLE 16
                                  Guarantee

<TABLE>
<S>                                                                        <C>
Section 16.01.  Guarantee................................................. 87
Section 16.02.  Subrogation............................................... 88
</TABLE>

                                  ARTICLE 17
                           Miscellaneous Provisions
<TABLE>
<S>                                                                        <C>
Section 17.01.  Provisions Binding on Successors.......................... 89
Section 17.02.  Official Acts by Successor Corporation.................... 89
Section 17.03.  Addresses for Notices..................................... 89
Section 17.04.  Governing Law............................................. 90
Section 17.05.  Evidence of Compliance with Conditions Precedent;
        Certificates to Trustee........................................... 90
Section 17.06.  Legal Holidays............................................ 90
Section 17.07.  Trust Indenture Act....................................... 91
Section 17.08.  No Security Interest Created.............................. 91
Section 17.09.  Benefits of Indenture..................................... 91
Section 17.10.  Table of Contents, Headings............................... 91
Section 17.11.  Authenticating Agent...................................... 91
Section 17.12.  Execution in Counterparts................................. 93
</TABLE>

EXHIBIT A -  Form of Note

                                       v
<PAGE>

                                   INDENTURE

     INDENTURE dated as of July __, 2000 between DUPONT PHOTOMASKS, INC., a
Delaware corporation (hereinafter sometimes called the "Company", as more fully
set forth in Section 1.01), E.I. DU PONT DE NEMOURS AND COMPANY, a Delaware
corporation, as guarantor (hereinafter sometimes called the "Guarantor", as more
fully set forth in Section 1.01) and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
a national banking association, as trustee hereunder (hereinafter sometimes
called the "Trustee", as more fully set forth in Section 1.01).


                        W  I  T  N  E  S  S  E  T  H  :


     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its __% Convertible Subordinated Notes Due 2004 (hereinafter
sometimes called the "Notes", as more fully set forth in Section 1.01), in an
aggregate principal amount not to exceed $100,000,000 and, to provide the terms
and conditions upon which the Notes are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Indenture; and

     WHEREAS, the Guarantor has duly authorized the execution and delivery of
this Indenture to provide for its Guarantee of such Notes; and

     WHEREAS, the Notes, the Guarantees, the certificate of authentication to be
borne by the Notes, a form of assignment, a form of option to elect repayment
upon a Fundamental Change, and a form of conversion notice to be borne by the
Notes are to be substantially in the forms hereinafter provided for; and

     WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee or a duly authorized
authenticating agent, as in this Indenture provided, the valid, binding and
legal obligations of the Company, to make the Guarantees, when endorsed by the
Guarantor on the Notes as in this Indenture provided, and when the Notes have
been duly executed, authenticated and delivered, the valid, binding and legal
obligations of the Guarantor, and to constitute these presents a valid agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issue hereunder of the Notes and Guarantees have in all
respects been duly authorized;
<PAGE>

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are,
and are to be, authenticated, issued and delivered, and upon which the
Guarantees are, and are to be, endorsed, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by
the holders thereof, the Company and the Guarantor covenant and agree with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Notes (except as otherwise provided below), as follows:

                                   ARTICLE 1

                                  Definitions

     Section 1.01.  Definitions.  The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01.  All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this Indenture.  The
words "herein," "hereof," "hereunder," and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision.  The terms defined in this Article include the plural as well as
the singular.

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

     "Board of Directors" means the Board of Directors of the Company or the
Guarantor, as applicable, or a committee of such Board duly authorized to act
for it hereunder.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which the banking institutions in The City of New York or
Round Rock, Texas or the city in which the Corporate Trust Office is located are
authorized or obligated by law or executive order to close or be closed.

                                       2
<PAGE>

     "Closing Price" shall have the meaning specified in Section 15.05(h)(i).

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.  Subject to the
provisions of Section 15.06, however, shares issuable on conversion of Notes
shall include only shares of the class designated as common stock of the Company
at the date of this Indenture or shares of any class or classes 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 that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

     "Company" means DuPont Photomasks, Inc., a Delaware corporation, having its
principal office at 131 Old Settlers Boulevard, Round Rock, Texas 78664, and
subject to the provisions of Article 12, shall include its successors and
assigns.

     "Conversion Price" shall have the meaning specified in Section 15.04.

     "Corporate Trust Office" or other similar term, means the principal office
of the Trustee at which at any particular time its corporate trust business
shall be principally administered, which office is, at the date as of which this
Indenture is dated, located as specified in Section 17.03.

     "Custodian" means Chase Bank of Texas, National Association, as custodian
with respect to the Global Notes, or any successor entity thereto.

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

     "Depositary" means, with respect to the Global Notes, the Person specified
in Section 2.05(b) as the Depositary with respect to such Notes, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, "Depositary" means or includes
such successor.

                                       3
<PAGE>

     "Designated Senior Indebtedness" means any particular Senior Indebtedness
in which the instrument creating or evidencing the same or the assumption or
guarantee thereof (or related agreements or documents to which the Company is a
party) expressly provides that such Senior Indebtedness shall be "Designated
Senior Indebtedness" for purposes of this Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Indebtedness to exercise the rights of Designated
Senior Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return .

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

     "Event of Default" means any event specified in Section 7.01, (b), (c), (d)
or (e).

     "Fundamental Change" means the occurrence of any transaction or event in
connection with which all or substantially all of the Common Stock shall be
exchanged for, be converted into, be acquired for, or constitute solely the
right to receive, consideration which is not all or substantially all common
stock which is (or, upon consummation of or immediately following such
transaction or event, will be) listed on a United States national securities
exchange or approved for quotation on the Nasdaq National Market or any similar
United States system of automated dissemination of quotations of securities
prices (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise).

     "Global Note" shall have the meaning set forth in Section 2.05(b).

     "Guarantee" means the guarantee endorsed by the Guarantor on the Notes and
set forth in Article 16 hereof.

     "Guarantor" means E.I. du Pont de Nemours and Company, a Delaware
corporation, having its principal office at 1007 Market Street, Wilmington,
Delaware 19898, and subject to the provisions of Article 12, shall include its
successors and assigns.

                                       4
<PAGE>

     "Indebtedness" means, with respect to any Person, and without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations in respect
of overdrafts, foreign exchange contracts, currency exchange agreements,
interest rate protection agreements, and any loans or advances from banks,
whether or not evidenced by notes or similar instruments) or evidenced by bonds,
debentures, notes or similar instruments (whether or not the recourse of the
lender is to the whole of the assets of such Person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services); (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances; (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such Person under such lease or related document to
purchase or to cause a third party to purchase such leased property; (d) all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement; (e) all direct or indirect guaranties or similar agreements by such
Person in respect of, and obligations or liabilities (contingent or otherwise)
of such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of another
Person of the kind described in clauses (a) through (d); (f) any indebtedness or
other obligations described in clauses (a) through (d) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person; and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

     "Indenture" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.

                                       5
<PAGE>

     "Note" or "Notes" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, with the Guarantee endorsed
thereon, including each Global Note.

     "Noteholder" or "holder" as applied to any Note, or other similar terms
(but excluding the term "beneficial holder"), means any Person in whose name at
the time a particular Note is registered on the Note registrar's books.

     "Note register" shall have the meaning specified in Section 2.05(a).

     "Officers' Certificate," when used with respect to the Company or the
Guarantor, means a certificate signed by both (a) the President, the Chief
Executive Officer, any Executive or Senior Vice President or any Vice President
(whether or not designated by a number or numbers or word or words added before
or after the title "Vice President") of the Company or the Guarantor, as
applicable, and (b) by the Treasurer or any Assistant Treasurer or Secretary or
any Assistant Secretary of the Company or the Guarantor, as applicable.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company in case of an opinion
relating to the Company, or the Guarantor in case of an opinion relating to the
Guarantor, or other counsel acceptable to the Trustee.

     "outstanding," when used with reference to Notes, shall, subject to the
provisions of Section 9.04, mean, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except

          (a)  Notes theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (b)  Notes, or portions thereof, (i) for the redemption of which
     monies in the necessary amount shall have been deposited in trust with the
     Trustee or with any paying agent (other than the Company or the Guarantor)
     or (ii) which shall have been otherwise defeased in accordance with Article
     13;

          (c)  Notes in lieu of which, or in substitution for which, other Notes
     shall have been authenticated and delivered pursuant to the terms of
     Section 2.06; and

          (d)  Notes converted into Common Stock pursuant to Article 15 and
     Notes deemed not outstanding pursuant to Article 3.

                                       6
<PAGE>

     "Payment Blockage Notice" shall have the meaning specified in Section
4.02(b).

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

     "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

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

     "Responsible Officer," when used with respect to the Trustee, means an
officer of the Trustee in the Corporate Trust Office assigned and duly
authorized by the Trustee to administer its corporate trust matters.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "Senior Indebtedness" means the principal of, premium, if any, interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) and rent payable on or
in connection with, and all fees, costs, expenses and other amounts accrued or
due on or in connection with, Indebtedness of the Company, whether outstanding
on the date of this Indenture or thereafter created, incurred, assumed,
guaranteed or in effect guaranteed by the Company (including all deferrals,
renewals, extensions or refundings of, or amendments, modifications or
supplements to, the foregoing), unless in the case of any particular
Indebtedness the instrument creating or evidencing the same or the assumption or
guarantee thereof expressly provides

                                       7
<PAGE>

that such Indebtedness shall not be senior in right of payment to the Notes or
expressly provides that such Indebtedness is "pari passu" with or " junior" to
the Notes. Notwithstanding the foregoing, the term Senior Indebtedness shall not
include any Indebtedness of the Company to any Subsidiary of the Company. If any
payment made to any holder of any Senior Indebtedness or its Representative with
respect to such Senior Indebtedness is rescinded or must otherwise be returned
by such holder or Representative upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the reinstated Indebtedness of the
Company arising as a result of such rescission or return shall constitute Senior
Indebtedness effective as of the date of such rescission or return.

     "Significant Subsidiary" means, as of any date of determination, with
respect to any Person, a Subsidiary of such Person, that is as of the date of
determination a "significant subsidiary" of such Person within the meaning of
Regulation S-X, Item 1-02(w) promulgated by the Securities and Exchange
Commission.

     "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

     "Trading Day" shall have the meaning specified in Section 15.05(h)(v).

     "Trigger Event" shall have the meaning specified in Section 15.05(d).

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
it was in force at the date of execution of this Indenture, except as provided
in Sections 11.03 and 15.06; provided that in the event the Trust Indenture Act
of 1939 is amended after the date hereof, the term "Trust Indenture Act" means,
to the extent required by such amendment, the Trust Indenture Act of 1939 as so
amended.

     "Trustee" means Chase Bank of Texas, National Association, and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee at
the time serving as successor trustee hereunder.

                                       8
<PAGE>

     "Underwriting Agreement" means the Underwriting Agreement dated July __,
2000 between the Company, the Guarantor and the underwriters named therein
relating to the sale by the Company of the Notes to the underwriters.

     The definitions of certain other terms are as specified in Sections 2.03,
2.05, 3.05, 4.02 and Article 15.



                                   ARTICLE 2

       Issue, Description, Execution, Registration and Exchange of Notes

     Section 2.01.  Designation Amount and Issue of Notes.  The Notes shall be
designated as "__% Convertible Subordinated Notes Due 2004."  Notes not to
exceed the aggregate principal amount of $100,000,000 (except pursuant to
Sections 2.05, 2.06, 3.03, 3.05 and 15.02 hereof) upon the execution of this
Indenture, or from time to time thereafter, may be executed by the Company, with
the Guarantee endorsed thereon, and delivered to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver said Notes to or upon
the written order of the Company, signed by its (a) Chief Executive Officer,
President, Executive or Senior Vice President or any Vice President (whether or
not designated by a number or numbers or word or words added before or after the
title "Vice President") and (b) Treasurer or Assistant Treasurer or its
Secretary or any Assistant Secretary, without any further action by the Company
or the Guarantor hereunder.

     Section 2.02.  Form of Notes and Guarantees.  The Notes, the Guarantees and
the Trustee's certificate of authentication to be borne by such Notes shall be
substantially in the form set forth in Exhibit A, which is incorporated in and
made a part of this Indenture.

     Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage.

     Any Global Note shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate

                                       9
<PAGE>

amount of outstanding Notes represented thereby may from time to time be
increased or reduced to reflect transfers or exchanges permitted hereby.  Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in such manner and
upon instructions given by the holder of such Notes in accordance with this
Indenture. Payment of principal of and interest and premium, if any, on any
Global Note shall be made to the holder of such Global Note.

     The terms and provisions contained in the form of Note and Guarantee
attached as Exhibit A hereto shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company, the Guarantor
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby.

     Section 2.03.  Date and Denomination of Notes; Payments of Interest. The
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof, each with the Guarantee
endorsed thereon.  Every Note shall be dated the date of its authentication and
shall bear interest from the applicable date in each case as specified on the
face of the form of Note attached as Exhibit A hereto.  Interest on the Notes
shall be computed on the basis of a 360-day year comprised of twelve (12) 30-day
months.

     The Person in whose name any Note (or its Predecessor Note) is registered
on the Note register at the close of business on any record date with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date, except that the interest payable upon redemption
will be payable only to the Person to whom principal is payable pursuant to such
redemption (unless the date of redemption is an interest payment date, in which
case the semi-annual payment of interest becoming due on such date shall be
payable to the holders of such Notes registered as such on the relevant record
date).  Notwithstanding the foregoing, if any Note (or portion thereof) is
converted into Common Stock during the period from (but excluding) a record date
to (but excluding) the next succeeding interest payment date and such Note (or
portion thereof) has been called for redemption on a redemption date which
occurs during such period, the Company shall not be required to pay interest on
such interest payment date in respect of any such Note (or portion thereof).
Interest may, as the Company shall specify to the paying agent in writing by
each record date, be paid either (i) by check mailed to the address of the
person entitled thereto as it appears in the Note register or (ii) by transfer
to an account maintained by such Person located in the United States; provided
that payments to the Depositary will be made by wire transfer of immediately
available funds to the account of the

                                       10
<PAGE>

Depositary or its nominee. The term "record date" with respect to any interest
payment date means the __________ or __________ immediately preceding said
__________ or __________, respectively.

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any said __________ or __________ (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Noteholder on
the relevant record date by virtue of his having been such Noteholder; and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (a) or (b) below;

              (a) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Notes (or their respective
     Predecessor Notes) are registered at the close of business on a special
     record date for the payment of such Defaulted Interest, which shall be
     fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest to be paid on each Note and the
     date of the payment (which shall be not less than twenty-five (25) days
     after the receipt by the Trustee of such notice, unless the Trustee shall
     consent to an earlier date), and at the same time the Company shall deposit
     with the Trustee an amount of money equal to the aggregate amount to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon the Trustee shall fix a special record date for
     the payment of such Defaulted Interest which shall be not more than fifteen
     (15) days and not less than ten (10) days prior to the date of the proposed
     payment, and not less than ten (10) days after the receipt by the Trustee
     of the notice of the proposed payment, the Trustee shall promptly notify
     the Company of such special record date and, in the name and at the expense
     of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the special record date therefor to be mailed,
     first-class postage prepaid, to each Noteholder at his address as it
     appears in the Note register, not less than ten (10) days prior to such
     special record date. Notice of the proposed payment of such Defaulted
     Interest and the special record date therefor having been so mailed, such
     Defaulted Interest shall be paid to the Persons in whose names the Notes
     (or their respective Predecessor Notes) were registered at the close of
     business on such special record date and shall no longer be payable
     pursuant to the following clause (b) of this Section 2.03.

                                       11
<PAGE>

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

     Section 2.04.  Execution of Notes and Guarantees.  The Notes and the
Guarantees shall be signed in the name and on behalf of the Company and the
Guarantor, as applicable, by the manual or facsimile signature of their
respective Chief Executive Officer, President, any Executive or Senior Vice
President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") and
(in the case of the Company and the Notes) attested by the manual or facsimile
signature of its Secretary or any of its Assistant Secretaries or Treasurer or
any of its Assistant Treasurers (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise).

     Only such Notes and Guarantees as shall bear thereon a certificate of
authentication substantially in the form set forth on the form of Note attached
as Exhibit A hereto, manually executed by the Trustee (or an authenticating
agent appointed by the Trustee as provided by Section 17.11), shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose.
Such certificate by the Trustee (or such an authenticating agent) upon any Note
executed by the Company, with the Guarantee endorsed thereon, shall be
conclusive evidence that the Note and Guarantee so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

     In case any officer of the Company or the Guarantor who shall have signed
any of the Notes or Guarantees shall cease to be such officer before the Notes
and Guarantees so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company or the Guarantor, such Notes and
Guarantees nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Notes or Guarantees had not ceased to be such
officer of the Company or the Guarantor; and any Note or Guarantee may be signed
on behalf of the Company or the Guarantor by such Persons as, at the actual date
of the execution of such Note or Guarantee, shall be the proper officers of the
Company or Guarantor, although at the date of the execution of this Indenture
any such Person was not such an officer.

                                       12
<PAGE>

     Section 2.05. Exchange and Registration of Transfer of Notes; Global Notes;
Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office
a register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 5.02 being herein sometimes
collectively referred to as the "Note register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Note register shall be in
written form or in any form capable of being converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed "Note
registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 5.02.

     Upon surrender for registration of transfer of any Note to the Note
registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, the Company shall execute, the
Guarantor shall endorse the Guarantee thereon, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes of any authorized denominations and of a like
aggregate principal amount.

     Notes may be exchanged for other Notes of any authorized denominations and
of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 5.02.  Whenever any Notes are so surrendered for exchange, the Company
shall execute, the Guarantor shall endorse the Guarantee thereon, and the
Trustee shall authenticate and deliver, the Notes which the Noteholder making
the exchange is entitled to receive bearing registration numbers not
contemporaneously outstanding.

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

     All Notes presented or surrendered for registration of transfer or for
exchange, redemption or conversion shall (if so required by the Company or the
Note registrar) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, and the Notes shall
be duly executed by the Noteholder thereof or his attorney duly authorized in
writing.

                                       13
<PAGE>

     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

     Neither the Company, the Guarantor, the Trustee, any Note registrar nor any
co-registrar shall be required to exchange or register a transfer of (i) any
Notes for a period of fifteen (15) days next preceding any selection of Notes to
be redeemed or (ii any Notes or portions thereof called for redemption pursuant
to Section 3.02 or (ii any Notes or portion thereof surrendered for conversion
pursuant to Article 15 or (iv any Notes or portions thereof tendered for
redemption (and not withdrawn) pursuant to Section 3.05.

       (b)  So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, all Notes will be represented
by one or more Notes in global form registered in the name of the Depositary or
the nominee of the Depositary (each, a "Global Note"), except as otherwise
specified below.  The transfer and exchange of beneficial interests in any such
Global Note shall be effected through the Depositary in accordance with this
Indenture and the procedures of the Depositary therefor.  The Trustee shall make
appropriate endorsements to reflect increases or decreases in the principal
amount of any such Global Note as set forth on the face of the Note to reflect
any such transfers. Except as provided below, beneficial owners of a Global Note
shall not be entitled to have certificates registered in their names and will
not be considered holders of Global Notes.

     Notwithstanding any other provisions of this Indenture, a Global Note may
not be transferred as a whole or in part 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.

     The Depositary shall be a clearing agency registered under the Exchange
Act.  The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Notes.  Initially, each Global Note shall
be issued to the Depositary, registered in the name of Cede & Co., as the
nominee of the Depositary, and deposited with the Custodian for Cede & Co.

     Holders of beneficial interests in a Global Note shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the
Depositary, and the Depositary may be treated by the Company, the Guarantor, the
Trustee, any registrar, any paying agent and any conversion agent as the
absolute owner and holder of such Global Note for all purposes whatsoever.
Neither the

                                       14
<PAGE>

Company, the Guarantor, the Trustee nor any paying agent shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in any Global Note or for
maintaining, supervising or reviewing any records relating to any beneficial
interests in any Global Note. Notwithstanding the foregoing, the Depositary or
its nominee may grant proxies and otherwise authorize any person (including any
direct or indirect participant of the Depositary and any person that holds a
beneficial interest in a Global Note through such a direct or indirect
participant) to take any action which a holder is entitled to take under this
Indenture, the Notes or the Guarantees, and nothing herein shall impair, as
between the Depositary and its direct or indirect participants, the operation of
customary practices governing the exercise of the rights of a holder of any
security.

     If at any time the Depositary for a Global Note notifies the Company that
it is unwilling or unable to continue as Depositary for such Note, the Company
may appoint a successor Depositary with respect to such Note.  If a successor
Depositary is not appointed by the Company within ninety (90) days after the
Company receives such notice, the Company will execute, the Guarantor will
endorse the Guarantee thereon, and the Trustee, upon receipt of an Officers'
Certificate of the Company for the authentication and delivery of Notes, will
authenticate and deliver, Notes in certificated form, in aggregate principal
amount equal to the principal amount of such Global Note, in exchange for such
Global Note.

     If a Note in certificated form is issued in exchange for any portion of a
Global Note after the close of business at the office or agency where such
exchange occurs on any record date and before the opening of business at such
office or agency on the next succeeding interest payment date, interest will not
be payable on such interest payment date in respect of such Note, but will be
payable on such interest payment date, subject to the provisions of Section
2.03, only to the Person to whom interest in respect of such portion of such
Global Note is payable in accordance with the provisions of this Indenture.

     Notes in certificated form issued in exchange for all or a part of a Global
Note pursuant to this Section 2.05 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.  Upon
execution of such Notes, endorsement of the Guarantees thereon and
authentication of such Notes and Guarantees, the Trustee shall deliver such
Notes in certificated form to the Persons in whose names such Notes in
certificated form are so registered.

                                       15
<PAGE>


     At such time as all interests in a Global Note have been redeemed,
converted, canceled, exchanged for Notes in certificated form, or transferred to
a transferee who receives Notes in certificated form, such Global Note and the
Guarantee thereon shall, upon receipt thereof, be canceled by the Trustee in
accordance with standing procedures and instructions existing between the
Depositary and the Custodian.  At any time prior to such cancellation, if any
interest in a Global Note is exchanged for Notes in certificated form, redeemed,
converted, repurchased or canceled, or transferred to a transferee who receives
Notes in certificated form therefor or any Note in certificated form is
exchanged or transferred for part of a Global Note, the principal amount of such
Global Note shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Custodian, be appropriately reduced or
increased, as the case may be, and an endorsement shall be made on such Global
Note, by the Trustee or the Custodian, at the direction of the Trustee, to
reflect such reduction or increase.

     Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, in which case the Guarantor shall endorse the Guarantee
thereon, and upon written request of the Company the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case the
applicant for a substitute Note shall furnish to the Company, to the Guarantor,
to the Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Guarantor, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof.

     Following receipt by the Company, the Guarantor, the Trustee or such
authenticating agent, as the case may be, of satisfactory security or indemnity
and evidence, as described in the preceding paragraph, the Trustee or such
authenticating agent may authenticate any such substitute Note and make
available for delivery such Note.  Upon the issuance of any substitute Note, the
Company and the Guarantor may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses connected therewith.  In case any Note which has matured or
is about to mature or has been called for redemption or has been tendered for
redemption (and not withdrawn) or is about to be converted into Common Stock

                                       16
<PAGE>


shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Note, pay or authorize the payment of or convert or
authorize the conversion of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion shall furnish to the Company, to the Guarantor, to the Trustee
and, if applicable, to such authenticating agent such security or indemnity as
may be required by them to save each of them harmless for any loss, liability,
cost or expense caused by or connected with such substitution, and, in case of
destruction, loss or theft, evidence satisfactory to the Company, the Guarantor,
the Trustee and, if applicable, any paying agent or conversion agent of the
destruction, loss or theft of such Note and of the ownership thereof.

     Every substitute Note issued pursuant to the provisions of this
Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, and the
Guarantee endorsed thereon shall constitute an additional contractual obligation
of the Guarantor, whether or not the destroyed, lost or stolen Note shall be
found at any time, and such Note and Guarantee shall be entitled to all the
benefits of (but shall be subject to all the limitations set forth in) this
Indenture equally and proportionately with any and all other Notes and
Guarantees duly issued hereunder. If, after the delivery of such replacement
Note, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment or registration such original
Note, the Trustee shall be entitled to recover such replacement Note from the
Person to whom it was delivered or any person taking therefrom, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Company, the Guarantor, the Trustee, or, if applicable, any paying agent or
conversion agent in connection therewith. To the extent permitted by law, all
Notes and Guarantees shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment or
conversion of mutilated, destroyed, lost or stolen Notes and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion of negotiable instruments or other securities without their
surrender.

     Section 2.07. Temporary Notes. Pending the preparation of Notes in
certificated form, the Company may execute, in which case the Guarantor shall
endorse the Guarantee thereon, and the Trustee or an authenticating agent
appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form, but with such omissions, insertions and

                                       17
<PAGE>


variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company, with
the Guarantee endorsed thereon, and authenticated by the Trustee or such
authenticating agent upon the same conditions and in substantially the same
manner, and with the same effect, as the Notes in certificated form. Without
unreasonable delay the Company shall execute, the Guarantor shall endorse the
Guarantee thereon, and the Company shall deliver to the Trustee or such
authenticating agent Notes in certificated form (other than in the case of
Global Notes), and thereupon any or all temporary Notes (other than any such
Global Note) may be surrendered in exchange therefor, at each office or agency
maintained by the Company pursuant to Section 5.02, and the Trustee or such
authenticating agent shall authenticate and make available for delivery in
exchange for such temporary Notes an equal aggregate principal amount of Notes
in certificated form. Such exchange shall be made by the Company at its own
expense and without any charge therefor. Until so exchanged, the temporary Notes
and Guarantees shall in all respects be entitled to the same benefits and
subject to the same limitations under this Indenture as Notes and Guarantees in
certificated form authenticated and delivered hereunder.

     Section 2.08. Cancellation of Notes Paid, Etc.  All Notes surrendered for
the purpose of payment, redemption, conversion, exchange or registration of
transfer shall, if surrendered to the Company, the Guarantor or any paying agent
or any Note registrar or any conversion agent, be surrendered to the Trustee and
promptly canceled by it (together with the Guarantee), or, if surrendered to the
Trustee, shall be promptly canceled by it (together with the Guarantee), and no
Notes or Guarantees shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  The Trustee shall treat
such canceled Notes and Guarantees in accordance with its document retention
policies.  If the Company or the Guarantor shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are delivered
to the Trustee for cancellation.

     Section 2.09. CUSIP Numbers.  The Company in issuing the Notes shall 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 Noteholders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, 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.

                                       18
<PAGE>


                                   ARTICLE 3

                              Redemption of Notes

     Section 3.01. Redemption Prices. The Company may not redeem the Notes prior
to __________. At any time on or after __________, the Company may, at its
option, redeem all or from time to time any part of the Notes on any date prior
to maturity, upon notice as set forth in Section 3.02, and at the optional
redemption prices set forth in the form of Note attached as Exhibit A hereto,
together with accrued but unpaid interest to, but excluding, the date fixed for
redemption.

     Section 3.02. Notice of Redemption; Selection of Notes. In case the Company
shall desire to exercise the right to redeem all or, as the case may be, any
part of the Notes pursuant to Section 3.01, it shall fix a date for redemption
and it or, at its written request received by the Trustee not fewer than forty-
five (45) days prior (or such shorter period of time as may be acceptable to the
Trustee) to the date fixed for redemption, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed a notice of such
redemption at least thirty (30) days prior to the date fixed for redemption to
the holders of Notes so to be redeemed as a whole or in part at their last
addresses as the same appear on the Note register; provided that if the Company
shall give such notice, it shall also give written notice, and written notice of
the Notes to be redeemed, to the Trustee. Such mailing shall be by first class
mail. The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice. In any case, failure to give such notice by mail or any defect in the
notice to the holder of any Note designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Note.

     Each such notice of redemption shall specify the aggregate principal amount
of Notes to be redeemed, the CUSIP numbers, the date fixed for redemption (which
shall be a Business Day), the redemption price at which Notes are to be
redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Notes, that unpaid interest accrued to the
date fixed for redemption will be paid as specified in said notice, and that on
and after said date interest thereon or on the portion thereof to be redeemed
will cease to accrue.  Such notice shall also state the current Conversion Price
and the date on which the right to convert such Notes or portions thereof into
Common Stock will expire.  If fewer than all the Notes are to be redeemed, the
notice of redemption shall identify the Notes to be redeemed (including CUSIP
numbers, if any).  In case any Note is to be redeemed in part only, the notice
of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Note,

                                       19
<PAGE>


a new Note or Notes in principal amount equal to the unredeemed portion thereof,
with the Guarantee endorsed thereon, will be issued.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
5.04) an amount of money sufficient to redeem on the redemption date all the
Notes (or portions thereof) so called for redemption (other than those
theretofore surrendered for conversion into Common Stock) at the appropriate
redemption price, together with accrued but unpaid interest to, but excluding,
the date fixed for redemption; provided that if such payment is made on the
redemption date it must be received by the Trustee or paying agent, as the case
may be, by 10:00 a.m. New York City time, on such date. If any Note called for
redemption is converted into Common Stock pursuant to the terms hereof, any
money deposited with the Trustee or any paying agent or so segregated and held
in trust for the redemption of such Note shall be paid to the Company upon its
written request, or, if then held by the Company shall be discharged from such
trust. Whenever any Notes are to be redeemed, the Company will give the Trustee
written notice in the form of an Officers' Certificate not fewer than forty-five
(45) days (or such shorter period of time as may be acceptable to the Trustee)
prior to the redemption date as to the aggregate principal amount of Notes to be
redeemed.

     If fewer than all of the outstanding Notes are to be redeemed, the Trustee
shall select the Notes or portions thereof to be redeemed (in principal amounts
of $1,000 or integral multiples thereof), by lot, on a pro rata basis or by
another method the Trustee deems fair and appropriate.  If any Note selected for
partial redemption is converted in part after such selection, the converted
portion of such Note shall be deemed (so far as may be) to be the portion to be
selected for redemption.  The Notes (or portions thereof) so selected shall be
deemed duly selected for redemption for all purposes hereof, notwithstanding
that any such Note is converted as a whole or in part before the mailing of the
notice of redemption.

     Upon any redemption of less than all of the outstanding Notes, the Company
and the Trustee may (but need not) treat as outstanding any Notes surrendered
for conversion during the period of fifteen (15) days next preceding the mailing
of a notice of redemption and may (but need not) treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

     Section 3.03. Payment of Notes Called for Redemption. If notice of
redemption has been given as above provided, the Notes or portion of Notes with

                                       20
<PAGE>


respect to which such notice has been given shall, unless converted into Common
Stock pursuant to the terms hereof, become due and payable on the date fixed for
redemption and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued but unpaid to (but excluding)
the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Notes at the redemption price, together
with interest accrued but unpaid to said date), interest on the Notes or portion
of Notes so called for redemption shall cease to accrue and such Notes shall
cease after the close of business on the Business Day next preceding the date
fixed for redemption to be convertible into Common Stock and, except as provided
in Sections 8.05 and 13.04, to be entitled to any benefit or security under this
Indenture, and the holders thereof shall have no right in respect of such Notes
or the Guarantees thereon except the right to receive the redemption price
thereof and accrued but unpaid interest to (but excluding) the date fixed for
redemption. On presentation and surrender of such Notes at a place of payment in
said notice specified, the said Notes or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together
with accrued but unpaid interest thereon to (but excluding) the date fixed for
redemption; provided that, if the applicable redemption date is an interest
payment date, the semi-annual payment of interest becoming due on such date
shall be payable to the holders of such Notes registered as such on the relevant
record date instead of the holders surrendering such Notes for redemption on
such date.

     Upon presentation of any Note redeemed in part only, the Company shall
execute, the Guarantor shall endorse the Guarantee thereon, and the Trustee
shall authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of authorized denominations, in
principal amount equal to the unredeemed portion of the Notes so presented.

     Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any notice of optional redemption during the continuance of a default in
payment of interest or premium, if any, on the Notes or of any Event of Default
of which, in the case of any Event of Default other than under Sections 7.01(a)
or 7.01(b), a Responsible Officer of the Trustee has knowledge. If any Note
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate borne
by the Note and such Note shall remain convertible into Common Stock until the
principal and premium, if any, and interest shall have been paid or duly
provided for.

     Section 3.04. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Notes, the Company may arrange for the purchase and
conversion of any Notes by an agreement with one or more

                                       21
<PAGE>


investment bankers or other purchasers to purchase such Notes by paying to the
Trustee in trust for the Noteholders, on or before the date fixed for
redemption, an amount not less than the applicable redemption price, together
with unpaid interest accrued to (but excluding) the date fixed for redemption,
of such Notes. Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the redemption price of such
Notes, together with interest accrued to (but excluding) the date fixed for
redemption, shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is entered into, a
copy of which will be filed with the Trustee prior to the date fixed for
redemption, any Notes not duly surrendered for conversion by the holders thereof
may, at the option of the Company, be deemed, to the fullest extent permitted by
law, acquired by such purchasers from such holders and (notwithstanding anything
to the contrary contained in Article 15) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the date
fixed for redemption (and the right to convert any such Notes shall be extended
through such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture.

     Section 3.05. Redemption at Option of Holders. (a) If there shall occur a
Fundamental Change, then each Noteholder shall have the right, at such holder's
option, to require the Company to redeem all of such holder's Notes, or any
portion thereof that is an integral multiple of $1,000 principal amount, on the
date (the "Repurchase Date") that is thirty (30) days after the date of the
Company Notice (as defined in Section 3.05(b) below) of such Fundamental Change
(or, if such 30th day is not a Business Day, the next succeeding Business Day).
Such repayment shall be made at a price equal to 100% of the principal amount to
be redeemed. The Company shall also pay to such holders accrued but unpaid
interest on the redeemed Notes to, but excluding, the Repurchase Date; provided
that, if such Repurchase Date is an interest payment date, then the interest
payable on such date shall be paid to the holders of record of the Notes on the
relevant record date instead of the holders surrendering such Notes for
redemption on such date.

     Upon presentation of any Note redeemed in part only, the Company shall
execute, the Guarantor shall endorse the Guarantee thereon, and, upon the
Company's written direction to the Trustee, the Trustee shall authenticate and
deliver to the holder thereof, at the expense of the Company, a new Note or
Notes,

                                       22
<PAGE>

of authorized denominations, in principal amount equal to the unredeemed portion
of the Notes so presented.

     (b)  On or before the tenth day after the occurrence of a Fundamental
Change, the Company, or, at its written request (which must be received by the
Trustee at least five (5) Business Days prior to the date the Trustee is
requested to give notice as described below), the Trustee in the name of and at
the expense of the Company, shall mail or cause to be mailed to all holders of
record on the date of the Fundamental Change a notice (the "Company Notice") of
the occurrence of such Fundamental Change and of the redemption right at the
option of the holders arising as a result thereof. Such notice shall be mailed
in the manner and with the effect set forth in the first paragraph of Section
3.02. The Company shall also deliver a copy of the Company Notice to the Trustee
and the Guarantor at such time as it is mailed to Noteholders.

     Each Company Notice shall specify the circumstances constituting the
Fundamental Change, the Repurchase Date, the price at which the Company shall be
obligated to redeem Notes, the latest time (not less than thirty (30) days after
the date of the Company's notice of a Fundamental Change) on the Repurchase Date
by which the holder must exercise the redemption right (the "Fundamental Change
Expiration Time"), that the holder shall have the right to withdraw any Notes
surrendered prior to the Fundamental Change Expiration Time, a description of
the procedure which a Noteholder must follow to exercise such redemption right
and to withdraw any surrendered Notes, the place or places where the holder is
to surrender such holder's Notes, and the amount of accrued but unpaid interest
on each Note to the Repurchase Date.

     No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' redemption rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 3.05.

     (c)  For a Note to be so repaid at the option of the holder, the Company
must receive at the office or agency of the Company maintained for that purpose
or, at the option of such holder, the Corporate Trust Office, such Note with the
form entitled "Option to Elect Repayment Upon A Fundamental Change" on the
reverse thereof duly completed, together with such Notes duly endorsed for
transfer, on or before the Fundamental Change Expiration Time.  All questions as
to the validity, eligibility (including time of receipt) and acceptance of any
Note for repayment shall be determined by the Company, whose determination shall
be final and binding absent manifest error.

     (d)  On or prior to the Repurchase Date, the Company will deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
its

                                       23
<PAGE>

own paying agent, set aside, segregate and hold in trust as provided in Section
5.04) an amount of money sufficient to repay on the Repurchase Date all the
Notes to be repaid on such date at the appropriate redemption price, together
with accrued but unpaid interest to (but excluding) the Repurchase Date;
provided that if such payment is made on the Repurchase Date it must be received
by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City
time, on such date. Payment for Notes surrendered for redemption (and not
withdrawn) prior to the Fundamental Change Expiration Time will be made promptly
(but in no event more than five (5) Business Days) following the Repurchase Date
by mailing checks for the amount payable to the holders of such Notes entitled
thereto as they shall appear on the registry books of the Company.

     (e)  In the case of a reclassification, change, consolidation, merger,
combination, sale or conveyance to which Section 15.06 applies, in which the
Common Stock of the Company is changed or exchanged as a result into the right
to receive stock, securities or other property or assets (including cash), which
includes shares of common stock of a Person other than the Company that are, or
upon issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares in such other Person constitute at the time
such change or exchange becomes effective in excess of 50% of the aggregate fair
market value of such stock, securities or other property or assets (including
cash) into which the Common Stock is or to be changed or exchanged (as
determined by the Company, which determination shall be conclusive and binding),
then the Person formed by such consolidation or resulting from such merger or
which acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such
supplemental indenture complies with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) modifying the provisions of
this Indenture relating to the right of holders of the Notes to cause the
Company to repurchase the Notes following a Fundamental Change, including
without limitation the applicable provisions of this Section 3.05 and the
definitions of Common Stock and Fundamental Change, as appropriate, as
determined in good faith by the Company (which determination shall be conclusive
and binding), to make such provisions apply to the common stock and the issuer
thereof (if different from the Company and Common Stock) in lieu of the Company
and the Common Stock.

     (f)  The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act to the extent then applicable in
connection with the redemption rights of the holders of Notes in the event of a
Fundamental Change.

                                       24
<PAGE>


                                   ARTICLE 4

                            Subordination of Notes

     Section 4.01. Agreement of Subordination. The Company covenants and agrees,
and each holder of Notes issued hereunder by its acceptance thereof likewise
covenants and agrees, that all Notes shall be issued subject to the provisions
of this Article 4; and each Person holding any Note, whether upon original issue
or upon transfer, assignment or exchange thereof, accepts and agrees to be bound
by such provisions.

     The payment of the principal of, premium, if any, and interest on all Notes
(including, but not limited to, the redemption price with respect to the Notes
called for redemption in accordance with Section 3.02 or submitted for
redemption in accordance with Section 3.05, as the case may be) issued hereunder
(but not the payment on or with respect to any Guarantee issued hereunder)
shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

     No provision of this Article 4 shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 4.02. Payment to Noteholders. No payment shall be made with respect
to the principal of, premium, if any, or interest on the Notes (including, but
not limited to, the redemption price with respect to the Notes to be called for
redemption in accordance with Section 3.02 or submitted for redemption in
accordance with Section 3.05, as the case may be, but excluding any payment on
or with respect to any Guarantee), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 4.05, if:

     (a)  a default in the payment of principal, premium, if any, interest,
rent or other obligations in respect of Senior Indebtedness occurs and is
continuing (or, in the case of Senior Indebtedness for which there is a period
of grace, in the event of such a default that continues beyond the period of
grace, if any, specified in the instrument or lease evidencing such Senior
Indebtedness) (a "Payment Default"), unless and until such Payment Default shall
have been cured or waived or shall have ceased to exist; or

     (b)  a default, other than a Payment Default, on any Designated Senior
Indebtedness occurs and is continuing that then permits holders of such
Designated Senior Indebtedness to accelerate its maturity and the Trustee
receives

                                       25
<PAGE>

a notice of the default (a "Payment Blockage Notice") from a holder of
Designated Senior Indebtedness, a Representative of Designated Senior
Indebtedness or the Company (a "Non-Payment Default").

     If the Trustee receives any Payment Blockage Notice pursuant to clause
(b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section 4.02 unless and until (A) at least 365 days shall have elapsed
since the initial effectiveness of the immediately prior Payment Blockage Notice
and (B) all scheduled payments of principal, premium, if any, and interest on
the Notes that have come due have been paid in full in cash.  No Non-Payment
Default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

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

          (i)  in the case of a Payment Default, the date upon which any such
     Payment Default is cured or waived or ceases to exist, or

          (ii) in the case of a Non-Payment Default, the earlier of (A) the date
     upon which such default is cured or waived or ceases to exist or (B) 179
     days after the applicable Payment Blockage Notice is received if the
     maturity of such Designated Senior Indebtedness has not been accelerated,

unless this Article 4 otherwise prohibits the payment or distribution at the
time of such payment or distribution.

     Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness before any payment is made on account of
the principal of, premium, if any, or interest on the Notes (except payments
made pursuant to Article 13 from monies deposited with the Trustee pursuant
thereto prior to commencement of proceedings for such dissolution, winding up,
liquidation or reorganization, and except for payments on or with respect to the
Guarantees); and upon any such dissolution or winding up or liquidation or
reorganization of the

                                       26
<PAGE>

Company or bankruptcy, insolvency, receivership or other proceeding, any payment
by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, but excluding any payment on
or with respect to the Guarantees, to which the holders of the Notes or the
Trustee would be entitled, except for the provisions of this Article 4, shall
(except as aforesaid) be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the holders of the Notes or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in cash
or other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness, before any payment or distribution is made to the holders
of the Notes or to the Trustee (other than payments on or with respect to the
Guarantees).

     For purposes of this Article 4, the words, "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 4 with respect to
the Notes to the payment of all Senior Indebtedness which may at the time be
outstanding; provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article 12 shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 4.02
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article 12.

     In the event of the acceleration of the Notes because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Notes in respect of the principal of, premium, if any, or interest on the
Notes

                                       27
<PAGE>


(including, but not limited to, the redemption price with respect to the Notes
called for redemption in accordance with Section 3.02 or submitted for
redemption in accordance with Section 3.05, as the case may be, but excluding
payments on or with respect to the Guarantees), except payments and
distributions made by the Trustee as permitted by the first or second paragraph
of Section 4.05, until all Senior Indebtedness has been paid in full in cash or
other payment satisfactory to the holders of Senior Indebtedness or such
acceleration is rescinded in accordance with the terms of this Indenture. If
payment of the Notes is accelerated because of an Event of Default, the Company
shall promptly notify holders of Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing provisions in this Section 4.02, shall
be received by the Trustee or the holders of the Notes before all Senior
Indebtedness is paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, or provision is made for such payment
thereof in accordance with its terms in cash or other payment satisfactory to
the holders of such Senior Indebtedness, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their Representative or Representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of any Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.06. This Section 4.02 shall be subject to
the further provisions of Section 4.05.

     Section 4.03. Subrogation of Notes. Subject to the payment in full of all
Senior Indebtedness, the rights of the holders of the Notes shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article 4 (equally and
ratably with the holders of all Indebtedness of the Company which by its express
terms is subordinated to other Indebtedness of the Company to substantially the
same extent as the Notes are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the

                                       28
<PAGE>

Senior Indebtedness until the principal, premium, if any, and interest on the
Notes shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the holders of the Notes or the Trustee would be
entitled except for the provisions of this Article 4, and no payment over
pursuant to the provisions of this Article 4, to or for the benefit of the
holders of Senior Indebtedness by holders of the Notes or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness,
and the holders of the Notes, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and no payments or distributions of cash,
property or securities to or for the benefit of the holders of the Notes
pursuant to the subrogation provisions of this Article 4, which would otherwise
have been paid to the holders of Senior Indebtedness shall be deemed to be a
payment by the Company to or for the account of the Notes. It is understood that
the provisions of this Article 4 are and are intended solely for the purposes of
defining the relative rights of the holders of the Notes, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Notes the principal of, premium, if any, and interest on the
Notes as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Notes and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 4 of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article 4, the Trustee, subject to the provisions of Section 8.01, and the
holders of the Notes shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which such bankruptcy, dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the holders of the Notes, 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 and all other facts pertinent thereto or to this Article 4.

                                       29
<PAGE>


     Section 4.04. Authorization to Effect Subordination. Each holder of a Note
by the holder's acceptance thereof authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 4 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the third paragraph of Section
7.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Senior Indebtedness or their representatives are
hereby authorized to file an appropriate claim for and on behalf of the holders
of the Notes.

     Section 4.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Notes pursuant to the provisions of this Article 4.
Notwithstanding the provisions of this Article 4 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article 4,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a holder or holders of
Senior Indebtedness; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 8.01, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not less
than two Business Days prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of, or premium, if any, or interest on any Note) the
Trustee shall not have received, with respect to such monies, the notice
provided for in this Section 4.05, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
apply moneys received to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received by it on or
after such prior date.

     Notwithstanding anything in this Article 4 to the contrary, nothing shall
prevent any payment by the Trustee to the Noteholders of monies deposited with
it pursuant to Section 13.01 or pursuant to the Guarantees, and any such payment
shall not be subject to the provisions of Section 4.01 or 4.02.

     The Trustee, subject to the provisions of Section 8.01, shall be entitled
to rely on the delivery to it of a written notice by a Representative or a
Person representing himself to be a holder of Senior Indebtedness to establish
that such

                                       30
<PAGE>


notice has been given by a Representative or a holder of Senior Indebtedness.
The Trustee shall not be required to make any payment or distribution to or on
behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it
has received satisfactory evidence 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 such
Person under this Article 4.

     Section 4.06. Trustee's Relation to Senior Indebtedness. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article 4 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 Section
8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 4, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 8.01, the Trustee shall not be liable to any holder of
Senior Indebtedness (i) for any failure to make any payments or distributions to
such holder or (ii) if it shall pay over or deliver to holders of Notes, the
Company or any other Person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article 4 or otherwise.

     Section 4.07. No Impairment of Subordination. No right of any present or
future holder 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 otherwise be charged with.

     Section 4.08. Certain Conversions Not Deemed Payment. For the purposes of
this Article 4 only, (1) the issuance and delivery of junior securities upon
conversion of Notes in accordance with Article 15 shall not be deemed to
constitute a payment or distribution on account of the principal of, premium, if
any, or interest on Notes or on account of the purchase or other acquisition of
Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction
of fractional shares pursuant to Section 15.03), property or securities (other
than junior securities) upon conversion of a Note shall be deemed to constitute
payment on account of the principal of, premium, if any, or interest on such
Note.

                                       31
<PAGE>


For the purposes of this Section 4.08, the term "junior securities" means
(a) shares of any stock of any class of the Company or (b) securities of the
Company that are subordinated in right of payment to all Senior Indebtedness
that may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the Notes are
so subordinated as provided in this Article.  Nothing contained in this Article
4 or elsewhere in this Indenture or in the Notes is intended to or shall impair,
as among the Company, its creditors (other than holders of Senior Indebtedness)
and the Noteholders, the right, which is absolute and unconditional, of the
holder of any Note to convert such Note in accordance with Article 15.

     Section 4.09. Article Applicable to Paying Agents. If at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided that the first paragraph of Section 4.05 shall
not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as paying agent.

     The Trustee shall not be responsible for the actions or inactions of any
other paying agents (including the Company if acting as its own paying agent)
and shall have no control of any funds held by such other paying agents.

     Section 4.10. Senior Indebtedness Entitled to Rely. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article 4, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

     Section 4.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Noteholders shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for
the benefit of creditors, agent or other person making such payment or
distribution, delivered to the Trustee or to the Noteholders, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or

                                       32
<PAGE>

payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

     Section 4.12. Article Inapplicable to Guarantees. Nothing contained in this
Article 4 or elsewhere in this Indenture or in the Notes or the Guarantees is
intended to or shall impair the obligation of the Guarantor under the
Guarantees, which is unsubordinated, absolute and unconditional. Anything in
this Indenture to the contrary notwithstanding, holders of Senior Indebtedness
shall have no right to the payment of any monies collected by the Company, the
Trustee or any agent thereof from or otherwise paid by the Guarantor in respect
of the Guarantees.


                                   ARTICLE 5

             Particular Covenants of the Company and the Guarantor

     Section 5.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any (including upon redemption pursuant to
Article 3), and interest on each of the Notes at the places, at the respective
times and in the manner provided herein and in the Notes. Each installment of
interest on the Notes due on any semi-annual interest payment date may be paid
either (i) by check mailed to the address of the Person entitled thereto as it
appears in the Note register; or (ii) by transfer to an account maintained by
such Person located in the United States; provided that payments to the
Depositary will be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

     Section 5.02. Maintenance of Office or Agency. The Company and the
Guarantor will maintain an office or agency in The Borough of Manhattan, The
City of New York, where the Notes may be surrendered for registration of
transfer or exchange or for presentation for payment or for conversion or
redemption and where notices and demands to or upon the Company in respect of
the Notes and this Indenture and to or upon the Guarantor in respect of the
Guarantee and this Indenture may be served. The Company and the Guarantor will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not designated or appointed by the Trustee.
If at any time the Company or the Guarantor shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office or the office or agency of the Trustee or
an Affiliate of the Trustee in The Borough of Manhattan, The City of New York
(which shall initially be:

                                       33
<PAGE>

     FOR PHYSICAL SECURITIES:

     Chase Bank of Texas, National Association
     c/o The Chase Manhattan Bank
     55 Water Street, North Building
     Room 234, Windows 20 and 21
     New York, New York 10041

     Telephone: (212) 638-0454
     Facsimile: (212) 638-7380 or 7381

     FOR BOOK ENTRY SECURITIES:

     By means of The Depository Trust
     Company's ATOP or DWAC systems,
     as appropriate

     The Company may also from time to time designate co-registrars and one or
more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations.  The Company will give prompt written notice to any such
designation or rescission and of any change in the location of any such other
office or agency.

     The Company and the Guarantor hereby initially designate the Trustee as
paying agent, Note registrar, Custodian and conversion agent and each of the
Corporate Trust Office of the Trustee and the office or agency of the Trustee or
an Affiliate of the Trustee in The Borough of Manhattan, The City of New York
(which shall initially be:

     FOR PHYSICAL SECURITIES:

     Chase Bank of Texas, National Association
     c/o The Chase Manhattan Bank
     55 Water Street, North Building
     Room 234, Windows 20 and 21
     New York, New York 10041

     Telephone: (212) 638-0454
     Facsimile: (212) 638-7380 or 7381

                                       34
<PAGE>

     FOR BOOK ENTRY SECURITIES:

     By means of The Depository Trust
     Company's ATOP or DWAC systems,
     as appropriate

shall be considered as one such office or agency of the Company and the
Guarantor for each of the aforesaid purposes.

     So long as the Trustee is the Note registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 8.10 and the third
paragraph of Section 8.11.  If co-registrars have been appointed in accordance
with this Section, the Trustee shall mail such notices only to the Company, the
Guarantor and the holders of Notes it can identify from its records.

     Section 5.03. Appointments to Fill Vacancies in Trustee's Office. The
Company and the Guarantor, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 8.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

     Section 5.04. Provisions as to Paying Agent.

     (a)  If the Company and the Guarantor shall appoint a paying agent other
than the Trustee, or if the Trustee shall appoint such a paying agent, it will
cause such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section 5.04:

               (i)   that it will hold all sums held by it as such agent for the
     payment of the principal of and premium, if any, or interest on the Notes
     (whether such sums have been paid to it by the Company, the Guarantor or by
     any other obligor on the Notes) in trust for the benefit of the holders of
     the Notes;

               (ii)  that it will give the Trustee notice of any failure by the
     Company or the Guarantor (or by any other obligor on the Notes) to make any
     payment of the principal of and premium, if any, or interest on the Notes
     when the same shall be due and payable; and

               (iii) that at any time during the continuance of an Event of
Default, upon request of the Trustee, it will forthwith pay to the Trustee all
sums so held in trust.

                                       35
<PAGE>

     The Company shall, on or before each due date of the principal of, premium,
if any, or interest on the Notes, deposit with the paying agent a sum sufficient
to pay such principal, premium, if any, or interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided that if such deposit is made on the due
date, such deposit shall be received by the paying agent by 10:00 a.m. New York
City time, on such date.

     (b)  If the Company or the Guarantor shall act as its own paying agent,
it will, on or before each due date of the principal of, premium, if any, or
interest on the Notes, set aside, segregate and hold in trust for the benefit of
the holders of the Notes a sum sufficient to pay such principal, premium, if
any, or interest so becoming due and will notify the Trustee of any failure to
take such action and of any failure by the Company or the Guarantor (or any
other obligor under the Notes) to make any payment of the principal of, premium,
if any, or interest on the Notes when the same shall become due and payable.

     (c)  Anything in this Section 5.04 to the contrary notwithstanding, the
Company or the Guarantor may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company, the
Guarantor or any paying agent hereunder as required by this Section 5.04, such
sums to be held by the Trustee upon the trusts herein contained and upon such
payment by the Company, the Guarantor or any paying agent to the Trustee, the
Company, the Guarantor or such paying agent shall be released from all further
liability with respect to such sums.

     (d)  Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Sections 13.03 and 13.04.

     The Trustee shall not be responsible for the actions of any other paying
agents (including the Company or the Guarantor if acting as its own paying
agent) and shall have no control of any funds held by such other paying agents.

     Section 5.05. Existence. Subject to Article 12, the Company and the
Guarantor will each do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and rights (charter and statutory);
provided that neither the Company nor the Guarantor shall be required to
preserve any such right if it shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company or the
Guarantor, as applicable, and that the loss thereof is not disadvantageous in
any material respect to the holders.

                                       36
<PAGE>

     Section 5.06.  Maintenance of Properties.  The Company and the Guarantor
will each cause all properties used or useful in the conduct of its business or
the business of any of its Significant Subsidiaries to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company or the Guarantor, as applicable, may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided that nothing in this Section shall prevent the
Company or the Guarantor from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company or
the Guarantor, as applicable, desirable in the conduct of its business or the
business of any subsidiary and not disadvantageous in any material respect to
the holders.

     Section 5.07.  Payment of Taxes and Other Claims.  The Company and the
Guarantor will each pay or discharge, or cause to be paid or discharged, before
the same may become delinquent, (i) all taxes, assessments and governmental
charges levied or imposed upon the Company, the Guarantor or any of their
Significant Subsidiaries or upon the income, profits or property of the Company,
the Guarantor or any of their Significant Subsidiaries, (ii) all claims for
labor, materials and supplies which, if unpaid, might by law become a lien or
charge upon the property of the Company, the Guarantor or any of their
Significant Subsidiaries and (iii) all stamps and other duties, if any, which
may be imposed by the United States or any political subdivision thereof or
therein in connection with the issuance, transfer, exchange or conversion of any
Notes or Guarantees or with respect to this Indenture; provided that, in the
case of clauses (i) and (ii), neither the Company nor the Guarantor shall be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (A) if the failure to do so will not, in the
aggregate, have a material adverse impact on the Company or the Guarantor, as
applicable, or (B) if the amount, applicability or validity is being contested
in good faith by appropriate proceedings.

     Section 5.08.  Stay, Extension and Usury Laws.  The Company and the
Guarantor each covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law
which would prohibit or forgive the Company or the Guarantor from paying all or
any portion of the principal of, premium, if any, or interest on the Notes or
Guarantees as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture, and each of the Company and the Guarantor (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any

                                       37
<PAGE>

power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law has been enacted.

     Section 5.09.  Compliance Certificate.  The Company and the Guarantor will
each deliver to the Trustee, within one hundred twenty (120) days after the end
of each of its respective fiscal years, a certificate signed by either the
principal executive officer, principal financial officer or principal accounting
officer of the Company or the Guarantor, as applicable, stating whether or not
to the best knowledge of the signer thereof the Company or the Guarantor, as
applicable, is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company or the
Guarantor shall be in default, specifying all such defaults and the nature and
status thereof of which the signer may have knowledge.

     The Company and the Guarantor will each deliver to the Trustee, forthwith
upon becoming aware of any default in the performance or observance of any
covenant, agreement or condition contained in this Indenture, or any Event of
Default, an Officers' Certificate specifying with particularity such default or
Event of Default and further stating what action the Company or the Guarantor
has taken, is taking or proposes to take with respect thereto.

     Any notice required to be given under this Section 5.09 shall be delivered
to the Trustee at its Corporate Trust Office.


                                   ARTICLE 6

         Noteholders' Lists and Reports by the Company and the Trustee

     Section 6.01.  Noteholders' Lists.  The Company covenants and agrees that
it will furnish or cause to be furnished to the Trustee, semiannually, not more
than fifteen (15) days after each __________ and __________ in each year
beginning with __________, and at such other times as the Trustee may request in
writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form as the Trustee may reasonably require of the names and addresses of
the holders of Notes as of a date not more than fifteen (15) days (or such other
date as the Trustee may reasonably request in order to so provide any such
notices) prior to the time such information is furnished, except that no such
list need be furnished by the Company to the Trustee so long as the Trustee is
acting as the sole Note registrar.

                                       38
<PAGE>

     Section 6.02.  Preservation and Disclosure of Lists.

     (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Notes contained in the most recent list furnished to it as provided in Section
6.01 or maintained by the Trustee in its capacity as Note registrar or co-
registrar in respect of the Notes, if so acting.  The Trustee may destroy any
list furnished to it as provided in Section 6.01 upon receipt of a new list so
furnished.

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

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

     Section 6.03.  Reports by Trustee.

     (a)  Within sixty (60) days after May 15 of each year commencing with the
year 2001, the Trustee shall transmit to holders of Notes such reports dated as
of May 15 of the year in which such reports are made concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     (b)  A copy of such report shall, at the time of such transmission to
holders of Notes, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Notes are listed and with the Company.  The
Company will notify the Trustee in writing within a reasonable time when the
Notes are listed on any stock exchange or automated quotation system.

     Section 6.04.  Reports by Company.  The Company shall file with the Trustee
and the Commission, and transmit to holders of Notes, such information,
documents and other reports and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within fifteen (15) days after the
same is so required to be filed with the Commission.  Delivery of such reports,
information and documents to the Trustee is for informational purposes only and

                                       39
<PAGE>

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).


                                   ARTICLE 7

        Remedies of the Trustee and Noteholders on an Event of Default

     Section 7.01.  Events of Default.  In case one or more of the following
Events of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

     (a)  default in the payment of any installment of interest upon any of
the Notes as and when the same shall become due and payable, and continuance of
such default for a period of thirty (30) days, whether or not such payment is
permitted under Article 4 hereof; or

     (b)  default in the payment of the principal of or premium, if any, on
any of the Notes as and when the same shall become due and payable either at
maturity or in connection with any redemption pursuant to Article 3, by
acceleration or otherwise, whether or not such payment is permitted under
Article 4 hereof; or

     (c)  failure on the part of the Company or the Guarantor duly to observe
or perform any other of the covenants or agreements on the part of the Company
in the Notes or in this Indenture or on the part of the Guarantor in the
Guarantees or in this Indenture (other than a covenant or agreement a default in
whose performance or whose breach is elsewhere in this Section 7.01 specifically
dealt with) continued for a period of sixty (60) days after the date on which
written notice of such failure, requiring the Company or the Guarantor, as
applicable, to remedy the same, shall have been given to the Company or the
Guarantor, as applicable, by the Trustee, or to the Company or the Guarantor, as
applicable, and a Responsible Officer of the Trustee by the holders of at least
twenty-five percent (25%) in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04; or

     (d)  the Company, the Guarantor or any of their Significant Subsidiaries
shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or any Significant
Subsidiary of

                                       40
<PAGE>

the Company or the Guarantor or its or such Significant Subsidiary's debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any Significant Subsidiary of the Company or the
Guarantor or any substantial part of the property of the Company, the Guarantor
or any of their Significant Subsidiaries, or shall consent to any such relief or
to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it or any Significant
Subsidiary of the Company or the Guarantor, or shall make a general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they
become due; or

     (e)  an involuntary case or other proceeding shall be commenced against
the Company, the Guarantor or any of their Significant Subsidiaries seeking
liquidation, reorganization or other relief with respect to it or any
Significant Subsidiary of the Company or the Guarantor or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any Significant Subsidiary of the Company or the
Guarantor or any substantial part of the property of the Company, the Guarantor
or any of their Significant Subsidiaries, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of ninety (90)
consecutive days;

then, and in each and every such case (other than an Event of Default
specified in Section 7.01(d) or (e) with respect to the Company or the
Guarantor), unless the principal of all of the Notes shall have already become
due and payable, either the Trustee or the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Notes then outstanding
hereunder determined in accordance with Section 9.04, by notice in writing to
the Company and the Guarantor (and to the Trustee if given by Noteholders), may
declare the principal of and premium, if any, on all the Notes and the accrued
but unpaid interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Notes contained to the contrary
notwithstanding. If an Event of Default specified in Section 7.01(d) or (e) with
respect to the Company or the Guarantor occurs, the principal of all the Notes
and the interest accrued thereon shall be immediately and automatically due and
payable without necessity of further action. This provision, however, is subject
to the conditions that if, at any time after the principal of the Notes shall
have been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company or the Guarantor shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
Notes and the principal of and premium, if any, on any and all Notes which shall
have become due otherwise than by acceleration

                                       41
<PAGE>

(with interest on overdue installments of interest (to the extent that payment
of such interest is enforceable under applicable law) and on such principal and
premium, if any, at the rate borne by the Notes, to the date of such payment or
deposit) and amounts due to the Trustee pursuant to Section 8.06, and if any and
all defaults under this Indenture, other than the nonpayment of principal of and
premium, if any, and accrued but unpaid interest on Notes which shall have
become due by acceleration, shall have been cured or waived pursuant to Section
7.07--then and in every such case the holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the
Company, the Guarantor and the Trustee, may waive all defaults or Events of
Default and rescind and annul such declaration and its consequences; but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or Event of Default, or shall impair any right consequent
thereon. The Company and the Guarantor shall notify a Responsible Officer of the
Trustee, promptly upon becoming aware thereof, of any Event of Default.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Guarantor, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Guarantor, the holders of Notes, and the
Trustee shall continue as though no such proceeding had been taken.

     Section 7.02.  Payments of Notes on Default; Suit Therefor.  The Company
and the Guarantor each covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Notes as and when the
same shall become due and payable, and such default shall have continued for a
period of thirty (30) days, or (b) in case default shall be made in the payment
of the principal of or premium, if any, on any of the Notes as and when the same
shall have become due and payable, whether at maturity of the Notes or in
connection with any redemption, by or under this Indenture, declaration or
otherwise--then, upon demand of the Trustee, the Company and the Guarantor,
without duplication, will pay to the Trustee, for the benefit of the holders of
the Notes, the whole amount that then shall have become due and payable on all
such Notes for principal and premium, if any, or interest, as the case may be,
with interest upon the overdue principal and premium, if any, and (to the extent
that payment of such interest is enforceable under applicable law) upon the
overdue installments of interest at the rate borne by the Notes; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred by
the Trustee hereunder

                                       42
<PAGE>

other than through its negligence or bad faith. Until such demand by the
Trustee, the Company and the Guarantor may pay the principal of and premium, if
any, and interest on the Notes to the registered holders, whether or not the
Notes are overdue.

     In case the Company and the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company,
the Guarantor or any other obligor on the Notes and collect in the manner
provided by law out of the property of the Company, the Guarantor or any other
obligor on the Notes wherever situated the monies adjudged or decreed to be
payable.

     In the case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company, the Guarantor or any other obligor on the
Notes under Title 11 of the United States Code, or any other applicable law, or
in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company, the Guarantor or such other obligor, the
property of the Company, the Guarantor or such other obligor, or in the case of
any other judicial proceedings relative to the Company, the Guarantor or such
other obligor upon the Notes, or to the creditors or property of the Company,
the Guarantor or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 7.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal, premium, if any, and
interest owing and unpaid in respect of the Notes, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
Noteholders allowed in such judicial proceedings relative to the Company, the
Guarantor or any other obligor on the Notes, its or their creditors, or its or
their property, and to collect and receive any monies or other property payable
or deliverable on any such claims, and to distribute the same after the
deduction of any amounts due the Trustee under Section 8.06; and any receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, custodian or
similar official is hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any
amount due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees incurred by it up to

                                       43
<PAGE>

the date of such distribution. To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate 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,
monies, securities and other property which the holders of the Notes may be
entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Notes or Guarantees, may be enforced by the Trustee without the
possession of any of the Notes or Guarantees, or the production thereof at any
trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the holders
of the Notes.

     In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings.

     Section 7.03.  Application of Monies Collected by Trustee.  Any monies
collected by the Trustee pursuant to this Article 7 shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

          First:  To the payment of all amounts due the Trustee under Section
     8.06;

          Second:  Subject to the provisions of Article 4, in case the principal
     of the outstanding Notes shall not have become due and be unpaid, to the
     payment of interest on the Notes in default in the order of the maturity of
     the installments of such interest, with interest (to the extent that such
     interest has been collected by the Trustee) upon the overdue installments
     of interest at the rate borne by the Notes, such payments to be made
     ratably to the Persons entitled thereto;

          Third:  Subject to the provisions of Article 4, in case the principal
     of the outstanding Notes shall have become due, by declaration or
     otherwise, and be unpaid to the payment of the whole amount then owing

                                       44
<PAGE>

     and unpaid upon the Notes for principal and premium, if any, and interest,
     with interest on the overdue principal and premium, if any, and (to the
     extent that such interest has been collected by the Trustee) upon overdue
     installments of interest at the rate borne by the Notes; and in case such
     monies shall be insufficient to pay in full the whole amounts so due and
     unpaid upon the Notes, then to the payment of such principal and premium,
     if any, and interest without preference or priority of principal and
     premium, if any, over interest, or of interest over principal and premium,
     if any, or of any installment of interest over any other installment of
     interest, or of any Note over any other Note, ratably to the aggregate of
     such principal and premium, if any, and accrued and unpaid interest; and

          Fourth:  Subject to the provisions of Article 4, to the payment of the
     remainder, if any, to the Company or any other Person lawfully entitled
     thereto.

     Section 7.04.  Proceedings by Noteholder.  No holder of any Note shall have
any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than twenty-five percent (25%)
in aggregate principal amount of the Notes then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for sixty (60)
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.07; it being understood and intended, and being
expressly covenanted by the taker and holder of every Note with every other
taker and holder and the Trustee, that no one or more holders of Notes shall
have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of Notes, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Notes (except as otherwise provided herein).
For the protection and enforcement of this Section 7.04, each and every
Noteholder and

                                       45
<PAGE>

the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Note or Guarantee, the right of any holder of any Note and Guarantee to
receive payment of the principal of and premium, if any (including upon
redemption pursuant to Article 3), and accrued interest on such Note and
Guarantee, on or after the respective due dates expressed in such Note or in the
event of redemption, or to institute suit for the enforcement of any such
payment on or after such respective dates against the Company and the Guarantor
shall not be impaired or affected without the consent of such holder.

     Anything in this Indenture, the Notes or the Guarantees to the contrary
notwithstanding, the holder of any Note, without the consent of either the
Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

     Section 7.05.  Proceedings by Trustee.  In case of an Event of Default the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

     Section 7.06.  Remedies Cumulative and Continuing.  Except as provided in
Section 2.06, all powers and remedies given by this Article 7 to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any default or Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein; and, subject to the provisions of Section
7.04, every power and remedy given by this Article 7 or by law to the Trustee or
to the Noteholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Noteholders.

                                       46
<PAGE>

     Section 7.07.  Direction of Proceedings and Waiver of Defaults by Majority
of Noteholders.  The holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 9.04 shall
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction and (c) the Trustee may decline to take any action that would
benefit some Noteholder to the detriment of other Noteholders. The holders of a
majority in aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 9.04 may on behalf of the holders of all
of the Notes waive any past default or Event of Default hereunder and its
consequences except (i) a default in the payment of interest or premium, if any,
on, or the principal of, the Notes, (ii) a failure by the Company upon request
in accordance with this Indenture to convert any Notes into Common Stock, (iii)
a default in the payment of redemption price pursuant to Article 3 or (iv) a
default in respect of a covenant or provisions hereof which under Article 11
cannot be modified or amended without the consent of the holders of all Notes
then outstanding. Upon any such waiver, the Company, the Guarantor, the Trustee
and the holders of the Notes shall be restored to their former positions and
rights hereunder; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by
this Section 7.07, said default or Event of Default shall for all purposes of
the Notes, the Guarantees and this Indenture be deemed to have been cured and to
be not continuing; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

     Section 7.08.  Notice of Defaults.  The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Noteholders, as the names and addresses of such
holders appear upon the Note register, notice of all defaults known to a
Responsible Officer, unless such defaults shall have been cured or waived before
the giving of such notice; and provided that, except in the case of default in
the payment of the principal of, or premium, if any, or interest on any of the
Notes, the Trustee shall be protected in withholding such notice if and so long
as a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Noteholders.

     Section 7.09.  Undertaking to Pay Costs.  All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, in any suit for the

                                       47
<PAGE>

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, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; provided that the provisions of this Section 7.09 (to the extent
permitted by law) shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Noteholder, or group of Noteholders, holding in the
aggregate more than ten percent in principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04, or to any suit
instituted by any Noteholder for the enforcement of the payment of the principal
of or premium, if any, or interest on any Note on or after the due date
expressed in such Note or to any suit for the enforcement of the right to
convert any Note in accordance with the provisions of Article 15.


                                   ARTICLE 8

                            Concerning the Trustee

     Section 8.01.  Duties and Responsibilities of Trustee.  The Trustee, prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture.  In case an Event of
Default has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

     (a)  prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred:

          (i)  the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture and the Trust Indenture
     Act, and the Trustee shall not be liable except for the performance of such
     duties and obligations as are specifically set forth in this Indenture and
     no implied covenants or obligations shall be read into this Indenture and
     the Trust Indenture Act against the Trustee; and

                                       48
<PAGE>

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

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

     (c)  the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than a majority in principal amount of the Notes at
the time outstanding determined as provided in Section 9.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;

     (d)  whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section;

     (e)  the Trustee shall not be liable in respect of any payment (as to the
correctness of amount, entitlement to receive or any other matters relating to
payment) or notice effected by the Company or any paying agent or any records
maintained by any co-registrar with respect to the Notes; and

     (f)  if any party fails to deliver a notice relating to an event the fact
of which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                                       49
<PAGE>

     Section 8.02.  Reliance on Documents, Opinions, Etc.  Except as otherwise
provided in Section 8.01:

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

     (b)  any request, direction, order or demand of the Company or the
Guarantor mentioned herein shall be sufficiently evidenced by an Officers'
Certificate of the Company or the Guarantor, as applicable (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors of the Company or the Guarantor may be
evidenced to the Trustee by a copy thereof certified by the Secretary or an
Assistant Secretary of the Company or the Guarantor, as applicable;

     (c)  the Trustee may consult with counsel and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;

     (d)  the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Noteholders pursuant to the provisions of this
Indenture, unless such Noteholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby;

     (e)  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 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 or the Guarantor, personally or by agent or attorney;

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

                                       50
<PAGE>

     (g)  the Trustee is not required to take notice or deemed to have notice
of any default or Event of Default hereunder, except Events of Default under
Section 7.01(a) and (b), unless a Responsible Officer of the Trustee has actual
knowledge thereof or has received notice in writing of such default or Event of
Default from the Company, the Guarantor or the holders of at least 25% in
aggregate principal amount of the outstanding Notes, and in the absence of any
such notice, the Trustee may conclusively assume that no such default or Event
of Default exists;

     (h)  the Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture;

     (i)  in the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of holders of Notes, each
representing less than a majority in aggregate principal amount of the Notes
outstanding, pursuant to the provisions of this Indenture, the Trustee, in its
sole discretion, may determine what action, if any, shall be taken;

     (j)  the Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to the Trustee's officers, directors, agents,
attorneys and employees, and such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the defeasance or discharge of
this Indenture and final payment of the Notes;

     (k)  the permissive right of the Trustee to take the actions permitted by
this Indenture shall not be construed as an obligation or duty to do so; and

     (l)  except for information provided by the Trustee concerning the
Trustee, the Trustee shall have no responsibility for any information in any
offering memorandum or other disclosure material distributed with respect to the
Notes, and the Trustee shall have no responsibility for compliance with any
state or federal securities laws in connection with the offering memorandum or
any other disclosure material distributed with respect to the Notes.

     Section 8.03.  No Responsibility for Recitals, Etc.  The recitals contained
herein and in the Notes (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Company and the Guarantor, and the
Trustee assumes no responsibility for the correctness of the same.  The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes or the Guarantees.  The Trustee shall not be accountable for the
use or application by the Company or the Guarantor of any Notes or the proceeds
of any Notes

                                       51
<PAGE>

authenticated and delivered by the Trustee in conformity with the provisions of
this Indenture.

     Section 8.04.  Trustee, Paying Agents, Conversion Agents or Registrar May
Own Notes.  The Trustee, any paying agent, any conversion agent or Note
registrar, in its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Note registrar.

     Section 8.05.  Monies to Be Held in Trust.  Subject to the provisions of
Section 13.04 and Section 4.02, all monies received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received.  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as may be agreed from time to time by the Company, the Guarantor and the
Trustee.

     Section 8.06.  Compensation and Expenses of Trustee.  The Company and the
Guarantor each covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, reasonable compensation for all services
rendered by it hereunder in any capacity (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
as mutually agreed to in writing among the Company, the Guarantor and the
Trustee, and the Company and the Guarantor will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
reasonably incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence, willful misconduct, recklessness or bad faith.  Each of the
Company and the Guarantor also covenants to indemnify the Trustee (or any
officer, director or employee of the Trustee) in any capacity under this
Indenture and its agents and any authenticating agent for, and to hold them
harmless against, any loss, liability or expense incurred without negligence,
willful misconduct, recklessness, or bad faith on the part of the Trustee or
such officers, directors, employees and agent or authenticating agent, as the
case may be, and arising out of or in connection with the acceptance or
administration of this trust or in any other capacity hereunder, including the
costs and expenses of defending themselves against any claim of liability in the
premises.  The obligations of the Company and the Guarantor under this Section
8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall be secured by a lien prior to
that of the Notes upon all property and funds held or collected by

                                       52
<PAGE>


the Trustee as such, except funds held in trust for the benefit of the holders
of particular Notes. The obligation of the Company and the Guarantor under this
Section shall survive the satisfaction and discharge of this Indenture.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.01(d) or (e)
with respect to the Company or the Guarantor occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

     Section 8.07.  Officers' Certificate as Evidence.  Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, willful misconduct, recklessness,
or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate of the Company or the Guarantor
delivered to the Trustee.

     Section 8.08.  Conflicting Interests of Trustee.  If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

     Section 8.09.  Eligibility of Trustee.  There shall at all times be a
Trustee hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000).  If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 8.10.  Resignation or Removal of Trustee.

     (a)  The Trustee may at any time resign by giving written notice of such
resignation to the Company, the Guarantor and to the holders of Notes.  Upon
receiving such notice of resignation, the Company, or, in the event of a failure
of

                                       53
<PAGE>

the Company so to act, the Guarantor, shall promptly appoint a successor
trustee by written instrument, in duplicate, executed by order of its respective
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee.  If no successor
trustee shall have been so appointed and have accepted appointment sixty (60)
days after the mailing of such notice of resignation to the Noteholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Noteholder who has been a bona fide
holder of a Note or Notes for at least six (6) months may, subject to the
provisions of Section 7.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

     (b)  In case at any time any of the following shall occur:

          (i)    the Trustee shall fail to comply with Section 8.08 after
     written request therefor by the Company, the Guarantor or by any Noteholder
     who has been a bona fide holder of a Note or Notes for at least six (6)
     months; or

          (ii)   the Trustee shall cease to be eligible in accordance with the
     provisions of Section 8.09 and shall fail to resign after written request
     therefor by the Company, the Guarantor or by any such Noteholder; or

          (iii)  the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
     property shall be appointed, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case, the Company or the Guarantor may remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, executed by
order of its respective Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 7.09, any Noteholder who has been a
bona fide holder of a Note or Notes for at least six (6) months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee; provided that if no successor Trustee shall have been appointed and
have accepted appointment sixty (60) days after either the Company, the
Guarantor or the Noteholders has removed the Trustee, the Trustee so removed may
petition any court of competent jurisdiction for an appointment of a successor
trustee. Such

                                       54
<PAGE>

court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     (c)  The holders of a majority in aggregate principal amount of the Notes
at the time outstanding may at any time remove the Trustee and nominate a
successor trustee which shall be deemed appointed as successor trustee unless
within ten (10) days after notice to the Company and the Guarantor of such
nomination the Company or the Guarantor objects thereto, in which case the
Trustee so removed or any Noteholder, upon the terms and conditions and
otherwise as in Section 8.10(a) provided, may petition any court of competent
jurisdiction for an appointment of a successor trustee.

     (d)  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

     Section 8.11.  Acceptance by Successor Trustee.  Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and the Guarantor and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the Guarantor or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 8.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act.  Upon request of any such successor trustee, the Company and
the Guarantor shall execute any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor trustee all such
rights and powers.  Any trustee ceasing to act shall, nevertheless, retain a
lien upon all property and funds held or collected by such trustee as such,
except for funds held in trust for the benefit of holders of particular Notes,
to secure any amounts then due it pursuant to the provisions of Section 8.06.

     No successor trustee shall accept appointment as provided in this Section
8.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 8.08 and be eligible under the
provisions of Section 8.09.

                                       55
<PAGE>

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the holders of Notes at their addresses as they shall
appear on the Note register. If the Company fails to mail such notice within ten
(10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

     Section 8.12.  Succession by Merger, Etc.  Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee such
corporation shall be qualified under the provisions of Section 8.08 and eligible
under the provisions of Section 8.09.

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

     Section 8.13.  Preferential Collection of Claims.  If and when the Trustee
shall be or become a creditor of the Company or the Guarantor (or any other
obligor upon the Notes), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of the claims against the Company
or the Guarantor (or any such other obligor).

     Section 8.14.  Trustee's Application for Instructions from the Company. Any
application by the Trustee for written instructions from the Company or the
Guarantor (other than with regard to any action proposed to be taken or omitted
to

                                       56
<PAGE>

be taken by the Trustee that affects the rights of the holders of the Notes
or holders of Senior Indebtedness under this Indenture, including, without
limitation, under Article 4 hereof) may, at the option of the Trustee, set forth
in writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective.  The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three (3) Business Days after the date any officer of the
Company or the Guarantor actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.


                                   ARTICLE 9

                          Concerning the Noteholders

     Section 9.01.  Action by Noteholders.  Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in Person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article 10, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company, the Guarantor or the Trustee
solicits the taking of any action by the holders of the Notes, the Company, the
Guarantor or the Trustee may fix in advance of such solicitation, a date as the
record date for determining holders entitled to take such action.  The record
date shall be not more than fifteen (15) days prior to the date of commencement
of solicitation of such action.

     Section 9.02.  Proof of Execution by Noteholders. Subject to the provisions
of Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by a
Noteholder or its agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes shall
be proved by the registry of such Notes or by a certificate of the Note
registrar.

                                       57
<PAGE>

     The record of any Noteholders' meeting shall be proved in the manner
provided in Section 10.06.

     Section 9.03.  Who Are Deemed Absolute Owners.  The Company, the Guarantor,
the Trustee, any paying agent, any conversion agent and any Note registrar may
deem the Person in whose name such Note shall be registered upon the Note
register to be, and may treat it as, the absolute owner of such Note (whether or
not such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of, premium, if any, and interest on such Note, for conversion of
such Note and for all other purposes; and neither the Company, the Guarantor,
the Trustee nor any paying agent nor any conversion agent nor any Note registrar
shall be affected by any notice to the contrary.  All such payments so made to
any holder for the time being, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Note.

     Section 9.04.  Company and Guarantor Owned Notes Disregarded.  In
determining whether the holders of the requisite aggregate principal amount of
Notes have concurred in any direction, consent, waiver or other action under
this Indenture, Notes which are owned by the Company, the Guarantor or any other
obligor on the Notes or any Affiliate of the Company, the Guarantor or any other
obligor on the Notes shall be disregarded and deemed not to be outstanding for
the purpose of any such determination; provided that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent, waiver or other action only Notes which a Responsible
Officer knows are so owned shall be so disregarded.  Notes so owned which have
been pledged in good faith may be regarded as outstanding for the purposes of
this Section 9.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Notes and that the pledgee is not the
Company, the Guarantor, any other obligor on the Notes or any Affiliate of the
Company, the Guarantor or any such other obligor.  In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.  Upon request of the Trustee, the
Company and the Guarantor shall each furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Notes, if any, known by the
Company or the Guarantor, as applicable, to be owned or held by or for the
account of any of the above described Persons; and, subject to Section 8.01, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not
listed therein are outstanding for the purpose of any such determination.

     Section 9.05.  Revocation of Consents; Future Holders Bound.  At any time
prior to (but not after) the evidencing to the Trustee, as provided in

                                       58
<PAGE>

Section 9.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note which is shown by the evidence
to be included in the Notes the holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and
upon proof of holding as provided in Section 9.02, revoke such action so far as
concerns such Note. Except as aforesaid, any such action taken by the holder of
any Note shall be conclusive and binding upon such holder and upon all future
holders and owners of such Note and of any Notes issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Note or any Note issued in exchange or substitution therefor.


                                  ARTICLE 10

                             Noteholders' Meetings

     Section 10.01.  Purpose of Meetings. A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article 10
for any of the following purposes:

     (a)  to give any notice to the Company, the Guarantor or the Trustee or
to give any directions to the Trustee permitted under this Indenture, or to
consent to the waiving of any default or Event of Default hereunder and its
consequences, or to take any other action authorized to be taken by Noteholders
pursuant to any of the provisions of Article 7;

     (b)  to remove the Trustee and nominate a successor trustee pursuant to
the provisions of Article 8;

     (c)  to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.02; or

     (d)  to take any other action authorized to be taken by or on behalf of
the holders of any specified aggregate principal amount of the Notes under any
other provision of this Indenture or under applicable law.

     Section 10.02.  Call of Meetings by Trustee.  The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.01, to
be held at such time and at such place as the Trustee shall determine.  Notice
of every meeting of the Noteholders, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting and the establishment of any record date pursuant to Section 9.01, shall
be mailed to

                                       59
<PAGE>

holders of Notes at their addresses as they shall appear on the Note register.
Such notice shall also be mailed to the Company and to the Guarantor. Such
notices shall be mailed not less than twenty (20) nor more than ninety (90) days
prior to the date fixed for the meeting.

     Any meeting of Noteholders shall be valid without notice if the holders of
all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company, the Guarantor and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

     Section 10.03.  Call of Meetings by Company, Guarantor or Noteholders. In
case at any time the Company or the Guarantor, pursuant to a resolution of its
respective Board of Directors, or the holders of at least ten percent (10%) in
aggregate principal amount of the Notes then outstanding, shall have requested
the Trustee to call a meeting of Noteholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within twenty (20) days
after receipt of such request, then the Company, the Guarantor or such
Noteholders may determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 10.01, by mailing notice
thereof as provided in Section 10.02.

     Section 10.04.  Qualifications for Voting.  To be entitled to vote at any
meeting of Noteholders a Person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a Person appointed by an
instrument in writing as proxy by a holder of one or more Notes.  The only
Persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Company, the Guarantor and the Trustee
and their respective counsel.

     Section 10.05.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company, by the Guarantor or by Noteholders as provided in Section 10.03, in

                                       60
<PAGE>

which case the Company, the Guarantor or the Noteholders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the holders of a majority in principal amount of the Notes represented at the
meeting and entitled to vote at the meeting.

     Subject to the provisions of Section 9.04, at any meeting each Noteholder
or proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by him; provided that no vote shall be cast or counted
at any meeting in respect of any Note challenged as not outstanding and ruled by
the chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Notes held by him or
instruments in writing as aforesaid duly designating him as the proxy to vote on
behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to
the provisions of Section 10.02 or 10.03 may be adjourned from time to time by
the holders of a majority of the aggregate principal amount of Notes represented
at the meeting, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.

     Section 10.06.  Voting.  The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting.  A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Sections 10.02 and 10.03. The record shall show the principal amount
of the Notes voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     Section 10.07.  No Delay of Rights by Meeting.  Nothing in this Article 10
contained shall be deemed or construed to authorize or permit, by

                                       61
<PAGE>

reason of any call of a meeting of Noteholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Noteholders under any of the provisions of this Indenture or of the Notes or
the Guarantees.


                                  ARTICLE 11

                            Supplemental Indentures

     Section 11.01. Supplemental Indentures Without Consent of Noteholders. The
Company and the Guarantor, each when authorized by the resolutions of its
respective Board of Directors, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for one or more
of the following purposes:

     (a)  to make provision with respect to the conversion rights of the
holders of Notes pursuant to the requirements of Section 15.06 and the
redemption obligations of the Company pursuant to the requirements of Section
3.05(e);

     (b)  subject to Article 4, to convey, transfer, assign, mortgage or pledge
to the Trustee as security for the Notes, any property or assets;

     (c)  to evidence the succession of another corporation to the Company or
the Guarantor, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company or the
Guarantor pursuant to Article 12;

     (d)  to add to the covenants of the Company or the Guarantor such further
covenants, restrictions or conditions as its respective Board of Directors and
the Trustee shall consider to be for the benefit of the holders of Notes, and to
make the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided that in respect of any
such additional covenant, restriction or condition, such supplemental indenture
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default;

     (e)  to provide for the issuance under this Indenture of Notes in coupon
form (including Notes registrable as to principal only) and to provide for

                                       62
<PAGE>

exchangeability of such Notes with the Notes issued hereunder in fully
registered form and to make all appropriate changes for such purpose;

     (f)  to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture which shall not materially adversely affect the
interests of the holders of the Notes;

     (g)  to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Notes; or

     (h)  to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted.

     Upon the written request of the Company and the Guarantor, accompanied by a
copy of the resolutions of their respective Boards of Directors certified by
their respective Secretaries or Assistant Secretaries authorizing the execution
of any supplemental indenture, the Trustee is hereby authorized to join with the
Company and the Guarantor in the execution of any such supplemental indenture,
to make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any supplemental indenture which affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company, the Guarantor and the Trustee without the
consent of the holders of any of the Notes at the time outstanding,
notwithstanding any of the provisions of Section 11.02.

     Section 11.02. Supplemental Indentures with Consent of Noteholders. With
the consent (evidenced as provided in Article 9) of the holders of not less than
a majority in aggregate principal amount of the Notes at the time outstanding,
the Company and the Guarantor, each when authorized by the resolutions of its
respective Board of Directors, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or any supplemental indenture or of modifying in
any manner the rights of the holders of the Notes (including the Guarantees);
provided that no such supplemental indenture shall (i) extend the fixed maturity
of any

                                       63
<PAGE>

Note, or reduce the rate or extend the time of payment of interest thereon, or
reduce the principal amount thereof or premium, if any, thereon, or reduce any
amount payable on redemption thereof, or impair the right of any Noteholder to
institute suit for the payment thereof, or make the principal thereof or
interest or premium, if any, thereon payable in any coin or currency other than
that provided in the Notes, or modify the provisions of this Indenture with
respect to the subordination of the Notes in a manner adverse to the
Noteholders, or change the obligation of the Company to redeem any Note upon the
happening of a Fundamental Change in a manner adverse to the holder of Notes, or
impair the right to convert the Notes into Common Stock subject to the terms set
forth herein, including Section 15.06, or modify the provisions of this
Indenture or of the Guarantees relating to the obligations of the Guarantor in
respect of the due and punctual payment of the principal of, premium, if any,
interest on, and all other amounts payable under the Notes in a manner adverse
to the holders of the Notes, in each case, without the consent of the holder of
each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Notes then outstanding.

     Upon the written request of the Company and the Guarantor, accompanied by a
copy of the resolutions of their respective Boards of Directors certified by
their respective Secretaries or Assistant Secretaries authorizing the execution
of any supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Noteholders as aforesaid, the Trustee shall join with the
Company and the Guarantor in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

     It shall not be necessary for the consent of the Noteholders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.03. Effect of Supplemental Indenture. Any supplemental indenture
executed pursuant to the provisions of this Article 11 shall comply with the
Trust Indenture Act, as then in effect; provided that this Section 11.03 shall
not require such supplemental indenture or the Trustee to be qualified under the
Trust Indenture Act prior to the time such qualification is in fact required
under the terms of the Trust Indenture Act or the Indenture has been qualified
under the Trust Indenture Act, nor shall it constitute any admission or
acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust

                                       64
<PAGE>

Indenture Act or the Indenture has been qualified under the Trust Indenture Act.
Upon the execution of any supplemental indenture pursuant to the provisions of
this Article 11, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company, the Guarantor and the holders of Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 11.04.  Notation on Notes.  Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article 11 may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company, the Guarantor or
the Trustee shall so determine, new Notes, with Guarantees endorsed thereon, so
modified as to conform, in the opinion of the Trustee and the Board of Directors
of each of the Company and the Guarantor, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company (with the Guarantee endorsed thereon by the
Guarantor), authenticated by the Trustee (or an authenticating agent duly
appointed by the Trustee pursuant to Section 17.11) and delivered in exchange
for the Notes then outstanding, upon surrender of such Notes then outstanding.

     Section 11.05.  Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.  Prior to entering into any supplemental indenture, the
Trustee may request an Officers' Certificate of the Company and the Guarantor
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article 11.



                                  ARTICLE 12

               Consolidation, Merger, Sale, Conveyance and Lease

     Section 12.01. Company and Guarantor May Consolidate Etc. on Certain Terms.
Subject to the provisions of Section 12.02, nothing contained in this Indenture
or in any of the Notes or Guarantees shall prevent any consolidation or merger
of the Company or the Guarantor with or into any other corporation or
corporations (whether or not affiliated with the Company or the Guarantor), or
successive consolidations or mergers in which the Company or its successor or
successors or the Guarantor or its successor or successors shall be a party or

                                       65
<PAGE>

parties, or shall prevent any sale, conveyance or lease (or successive sales,
conveyances or leases) of all or substantially all of the property of the
Company or the Guarantor, to any other corporation (whether or not affiliated
with the Company or the Guarantor), authorized to acquire and operate the same
and which shall be organized under the laws of the United States of America, any
state thereof or the District of Columbia; provided that upon any such
consolidation, merger, sale, conveyance or lease, the due and punctual payment
of the principal of and premium, if any, and interest on all of the Notes,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company (in the case of a consolidation, merger, sale, conveyance or lease
involving the Company), or the due and punctual performance of the Guarantees
and observance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor (in the case of a consolidation, merger, sale,
conveyance or lease involving the Guarantor), shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation (if other than the Company, in the
case of a consolidation, merger, sale, conveyance or lease involving the
Company, or the Guarantor, in the case of a consolidation, merger, sale,
conveyance or lease involving the Guarantor) formed by such consolidation, or
into which the Company or the Guarantor, as applicable, shall have been merged,
or by the corporation which shall have acquired or leased such property, and
such supplemental indenture shall provide for the applicable conversion rights
set forth in Section 15.06.

     Section 12.02.  Successor Corporation to Be Substituted. In case of any
such consolidation, merger, sale, conveyance or lease and upon the assumption by
the successor corporation, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Notes and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company (in
the case of a consolidation, merger, sale, conveyance or lease involving the
Company) or the due and punctual performance of the Guarantees and observance of
all of the covenants and conditions of this Indenture to be performed by the
Guarantor (in the case of a consolidation, merger, sale, conveyance or lease
involving the Guarantor), such successor corporation shall succeed to and be
substituted for the Company or the Guarantor, as applicable, with the same
effect as if it had been named herein. Such successor corporation, in the case
of a consolidation, merger, sale, conveyance or lease involving the Company,
thereupon may cause to be signed, and may issue either in its own name or in the
name of DuPont Photomasks, Inc. any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee, and in the case of a consolidation, merger, sale, conveyance or lease
involving the

                                       66
<PAGE>

Guarantor, thereupon may cause to be signed, and may issue either in its own
name or in the name of E.I. du Pont de Nemours and Company any or all of the
Guarantees issuable hereunder which theretofore shall not have been signed by
the Guarantor and delivered to the Trustee; and, upon the order of such
successor corporation instead of the Company or the Guarantor, as the case may
be, and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Notes with the Guarantee endorsed thereon which
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Notes which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose.  All the Notes and Guarantees so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Notes and Guarantees
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Notes and Guarantees had been issued at the date of the
execution hereof.  In the event of any such consolidation, merger, sale,
conveyance or lease, the Person named as the "Company" in the first paragraph of
this Indenture (in the case of a consolidation, merger, sale, conveyance or
lease involving the Company), or the Person named as the "Guarantor" in the
first paragraph of this Indenture (in the case of a consolidation, merger, sale,
conveyance or lease involving the Guarantor), or, in each case, any successor
which shall thereafter have become such in the manner prescribed in this Article
12, may be dissolved, wound up and liquidated at any time thereafter and such
person shall be released from its liabilities as obligor and maker of the Notes
(in the case of a consolidation, merger, sale, conveyance or lease involving the
Company) or its liabilities as obligor under the Guarantees (in the case of a
consolidation, merger, sale, conveyance or lease involving the Guarantor) and
from its obligations under this Indenture.

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form (but not in substance) may be made in the Notes
and Guarantees thereafter to be issued as may be appropriate.

     Section 12.03.  Opinion of Counsel to Be Given Trustee.  The Trustee shall
receive an Officers' Certificate of the Company (in the case of a consolidation,
merger, sale, conveyance or lease involving the Company) or of the Guarantor (in
the case of a consolidation, merger, sale, conveyance or lease involving the
Guarantor) and, in each case, an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, sale, conveyance or lease and any such
assumption complies with the provisions of this Article 12.

                                       67
<PAGE>

                                  ARTICLE 13

                    Satisfaction and Discharge of Indenture

     Section 13.01. Discharge of Indenture. When (a) the Company or the
Guarantor shall deliver to the Trustee for cancellation all Notes theretofore
authenticated (other than any Notes which have been destroyed, lost or stolen
and in lieu of or in substitution for which other Notes shall have been
authenticated and delivered) and not theretofore canceled, or (b) all the Notes
not theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company or the Guarantor shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption of all of the Notes (other than
any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu
of or in substitution for which other Notes shall have been authenticated and
delivered) not theretofore canceled or delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due to such date of maturity or redemption date, as the case may be,
accompanied by a verification report, as to the sufficiency of the deposited
amount, from an independent certified accountant or other financial professional
satisfactory to the Trustee, and if the Company or the Guarantor shall also pay
or cause to be paid all other sums payable hereunder by the Company and the
Guarantor, then this Indenture shall cease to be of further effect (except as to
(i) remaining rights of registration of transfer, substitution and exchange and
conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of
principal of and premium, if any, and interest on, the Notes and the other
rights, duties and obligations of Noteholders, as beneficiaries hereof with
respect to the amounts, if any, so deposited with the Trustee and (iii) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
on written demand of the Company or the Guarantor accompanied by an Officers'
Certificate of the Company or the Guarantor and an Opinion of Counsel as
required by Section 17.05 and at the cost and expense of the Company and the
Guarantor, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company and the Guarantor, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee and to compensate the Trustee
for any services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

     Section 13.02. Deposited Monies to Be Held in Trust by Trustee. Subject to
Section 13.04, all monies deposited with the Trustee pursuant to Section 13.01,
provided such deposit was not in violation of Article 4, shall be held in trust
for the sole benefit of the Noteholders and not to be subject to the

                                       68
<PAGE>

subordination provisions of Article 4, and such monies shall be applied by the
Trustee to the payment, either directly or through any paying agent (including
the Company if acting as its own paying agent), to the holders of the particular
Notes for the payment or redemption of which such monies have been deposited
with the Trustee, of all sums due and to become due thereon for principal and
interest and premium, if any.

     Section 13.03. Paying Agent to Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any paying agent of the
Notes (other than the Trustee) shall, upon written request of the Company, be
repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

     Section 13.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee and all liability of the Trustee shall thereupon cease with respect to
such monies; and the holder of any of the Notes shall thereafter look only to
the Company for any payment which such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.

     Section 13.05. Reinstatement. If the Trustee or the paying agent is unable
to apply any money in accordance with Section 13.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes and the Guarantor's obligations under this Indenture and
the Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 13.01 until such time as the Trustee or the paying agent is
permitted to apply all such money in accordance with Section 13.02; provided
that if the Company makes any payment of interest on or principal of any Note or
if the Guarantor makes any payment on or with respect to the Guarantees
following the reinstatement of its obligations, the Company or the Guarantor, as
applicable, shall be subrogated to the rights of the holders of such Notes and
Guarantees to receive such payment from the money held by the Trustee or paying
agent.

                                       69
<PAGE>

                                  ARTICLE 14

        Immunity of Incorporators, Stockholders, Officers and Directors

     Section 14.01. Indenture, Notes and Guarantees Solely Corporate
Obligations. No recourse for the payment of the principal of or premium, if any,
or interest on any Note, or for any claim based thereon or otherwise in respect
thereof, and no claim based on or otherwise in respect of any Guarantee, and no
recourse under or upon any obligation, covenant or agreement of the Company or
the Guarantor in this Indenture or in any supplemental indenture or in any Note
or Guarantee, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, or director or subsidiary, as such, past, present or future, of the
Company or the Guarantor or of any successor corporation, either directly or
through the Company or the Guarantor or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes
and the Guarantees.



                                  ARTICLE 15

                              Conversion of Notes

     Section 15.01. Right to Convert. Subject to and upon compliance with the
provisions of this Indenture, including without limitation Article 4, the holder
of any Note shall have the right, at its option, at any time after the date of
the original issuance of the Notes through the close of business on __________,
2004 (except that, with respect to any Note or portion of a Note which shall be
called for redemption, such right shall terminate, except as provided in Section
15.02, Section 3.02 or Section 3.04, at the close of business on the Business
Day next preceding the date fixed for redemption of such Note or portion of a
Note unless the Company shall default in payment due upon redemption thereof) to
convert the principal amount of any such Note, or any portion of such principal
amount which is $1,000 or an integral multiple thereof, into that number of
fully paid and non-assessable shares of Common Stock (as such shares shall then
be constituted) obtained by dividing the principal amount of the Note or portion
thereof surrendered for conversion by the Conversion Price in effect at such
time, by surrender of the Note so to be converted in whole or in part in the
manner provided, together with any required funds, in Section 15.02. A Note in
respect of which a holder is exercising its option to require redemption upon a
Fundamental Change pursuant to Section 3.05 may be converted only if such holder
withdraws its election to exercise in accordance with Section 3.05. A holder of
Notes is not

                                       70
<PAGE>

entitled to any rights of a holder of Common Stock until such holder has
converted his Notes to Common Stock, and only to the extent such Notes are
deemed to have been converted to Common Stock under this Article 15.

     Section 15.02. Exercise of Conversion Privilege; Issuance of Common Stock
on Conversion; No Adjustment for Interest or Dividends. In order to exercise the
conversion privilege with respect to any Note in certificated form, the holder
of any such Note to be converted in whole or in part shall surrender such Note,
duly endorsed, at an office or agency maintained by the Company pursuant to
Section 5.02, accompanied by the funds, if any, required by the penultimate
paragraph of this Section 15.02, and shall give written notice of conversion in
the form provided on the Notes (or such other notice which is acceptable to the
Company) to the office or agency that the holder elects to convert such Note or
the portion thereof specified in said notice. Such notice shall also state the
name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer taxes, if
required pursuant to Section 15.07. Each such Note surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Note, be duly endorsed by, or be accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or his duly authorized attorney.

     In order to exercise the conversion privilege with respect to any interest
in a Global Note, the holder must complete the appropriate instruction form for
conversion pursuant to the Depository's book-entry conversion program, deliver
by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
conversion agent, and pay the funds, if any, required by this Section 15.02 and
any transfer taxes if required pursuant to Section 15.07.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, the Company shall issue and shall deliver to such
holder at the office or agency maintained by the Company for such purpose
pursuant to Section 5.02, a certificate or certificates for the number of full
shares of Common Stock issuable upon the conversion of such Note or portion
thereof in accordance with the provisions of this Article and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon such conversion, as provided in Section 15.03. In case any Note of a
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Section 2.03, the Company shall execute, the Guarantor shall
endorse the Guarantee thereon, and the Trustee shall authenticate and deliver to
the holder of the Note so surrendered, without charge to him, a new Note or
Notes in authorized

                                       71
<PAGE>

denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Note.

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

     Any Note or portion thereof surrendered for conversion during the period
from the close of business on the record date for any interest payment date to
the close of business on the Business Day next preceding the following interest
payment date that has not been called for redemption on a redemption date which
occurs during such period shall be accompanied by payment, in immediately
available funds or other funds acceptable to the Company, of an amount equal to
the interest otherwise payable on such interest payment date on the principal
amount being converted; provided that no such payment need be made if there
shall exist at the time of conversion a default in the payment of accrued but
unpaid interest on the Notes. Except as provided above in this Section 15.02, no
payment or other adjustment shall be made for accrued but unpaid interest on any
Note converted or for dividends on any shares issued upon the conversion of such
Note as provided in this Article.

     Upon the conversion of an interest in a Global Note, the Trustee (or other
conversion agent appointed by the Company), or the Custodian at the direction of
the Trustee (or other conversion agent appointed by the Company), shall make a
notation on such Global Note as to the reduction in the principal amount
represented thereby. The Company shall notify the Trustee in writing of any
conversions of Notes effected through any conversion agent other than the
Trustee.

     Section 15.03. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Notes. If more than one Note shall be surrendered for
conversion at one time by the same holder, the number of full shares which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent

                                       72
<PAGE>

permitted hereby) so surrendered. If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment and payment therefor in cash at the current market price thereof to
the holder of Notes. The current market price of a share of Common Stock shall
be the Closing Price on the last Trading Day immediately preceding the day on
which the Notes (or specified portions thereof) are deemed to have been
converted.

     Section 15.04. Conversion Price. The conversion price shall be as specified
in the form of Note (herein called the "Conversion Price") attached as Exhibit A
hereto, subject to adjustment as provided in this Article 15.

     Section 15.05. Adjustment of Conversion Price. The Conversion Price shall
be adjusted from time to time by the Company as follows:

     (a)  In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
next following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company. If any dividend or distribution of
the type described in this Section 15.05(a) is declared but not so paid or made,
the Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

     (b)  In case the Company shall issue rights or warrants to all holders of
its outstanding shares of Common Stock entitling them (for a period expiring
within forty-five (45) days after the date fixed for determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price (as defined below) on the date fixed for determination of
stockholders entitled to receive such rights or warrants, the Conversion Price
shall be reduced so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date fixed
for determination of stockholders entitled to receive such rights or warrants by
a fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the

                                       73
<PAGE>

date fixed for determination of stockholders entitled to receive such rights and
warrants plus the number of shares which the aggregate offering price of the
total number of shares so offered would purchase at such Current Market Price,
and of which the denominator shall be the number of shares of Common Stock
outstanding on the date fixed for determination of stockholders entitled to
receive such rights and warrants plus the total number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment shall be
successively made whenever any such rights and warrants are issued, and shall
become effective immediately after the opening of business on the day next
following the date fixed for determination of stockholders entitled to receive
such rights or warrants. To the extent that shares of Common Stock are not
delivered after the expiration of such rights or warrants, the Conversion Price
shall be readjusted to the Conversion Price which would then be in effect had
the adjustments made upon the issuance of such rights or warrants been made on
the basis of delivery of only the number of shares of Common Stock actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Company for such
rights or warrants, the value of such consideration, if other than cash, to be
determined by the Board of Directors of the Company (whose determination shall
be conclusive as described in a resolution of such Board of Directors).

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

     (d)  In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
(other than any dividends or distributions to which Section 15.05(a) applies) or
evidences of its indebtedness or assets (including securities, but excluding any

                                       74
<PAGE>

rights or warrants referred to in Section 15.05(b), and excluding any dividend
or distribution (x) paid exclusively in cash or (y) referred to in Section
15.05(a) (any of the foregoing hereinafter in this Section 15.05(d) called the
"Securities")), then, in each such case (unless the Company elects to reserve
such Securities for distribution to the Noteholders upon the conversion of the
Notes so that any such holder converting Notes will receive upon such
conversion, in addition to the shares of Common Stock to which such holder is
entitled, the amount and kind of such Securities which such holder would have
received if such holder had converted its Notes into Common Stock immediately
prior to the Record Date (as defined in Section 15.05(h) for such distribution
of the Securities)), the Conversion Price shall be reduced so that the same
shall be equal to the price determined by multiplying the Conversion Price in
effect on such Record Date with respect to such distribution by a fraction of
which the numerator shall be the Current Market Price of the Common Stock on
such Record Date less the fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive, and described
in a resolution of such Board of Directors) on such Record Date of the portion
of the Securities so distributed applicable to one share of Common Stock and the
denominator shall be the Current Market Price of the Common Stock on such Record
Date, such reduction to become effective immediately prior to the opening of
business on the day following such Record Date; provided that in the event the
then fair market value (as so determined) of the portion of the Securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price of the Common Stock on such Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Noteholder
shall have the right to receive upon conversion the amount of Securities such
holder would have received had such holder converted each Note on such Record
Date. In the event that such dividend or distribution is not so paid or made,
the Conversion Price shall again be adjusted to be the Conversion Price which
would then be in effect if such dividend or distribution had not been declared.
If the Board of Directors of the Company determines the fair market value of any
distribution for purposes of this Section 15.05(d) by reference to the actual or
when issued trading market for any securities, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price of the Common Stock.

     In the event that the Company implements a stockholders' rights plan
("Rights Plan"), such Rights Plan must provide that, subject to customary
exceptions, upon conversion of the Notes the Holders will receive, in addition
to the Common Stock issuable upon conversion, such rights whether or not such
rights have separated from the Common Stock at the time of such conversion.

     Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the

                                       75
<PAGE>

Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 15.05 (and no adjustment to the Conversion Price under
this Section 15.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this Section 15.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 15.05 was made, (1) in the case of any such
rights or warrants which shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Price shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

     For purposes of this Section 15.05(d) and Sections 15.05(a) and (b), any
dividend or distribution to which this Section 15.05(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock without regard to such shares of Common Stock or rights or
warrants to purchase shares of Common Stock (and any Conversion Price reduction
required by this Section 15.05(d) with respect to such dividend or distribution
shall then be made) immediately followed by (2) a dividend or distribution of
such shares of Common Stock or such rights or warrants (and any further
Conversion

                                       76
<PAGE>

Price reduction required by Sections 15.05(a) and (b) with respect to such
dividend or distribution shall then be made), except (A) the Record Date of such
dividend or distribution shall be substituted as "the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution" and "the date fixed for such determination" within the meaning of
Sections 15.05(a) and (b) and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
15.05(a).

     (e)  In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding (x) any quarterly cash dividend on
the Common Stock to the extent the aggregate cash dividend per share of Common
Stock in any fiscal quarter does not exceed the greater of (A) the amount per
share of Common Stock of the next preceding quarterly cash dividend on the
Common Stock to the extent that such preceding quarterly dividend did not
require any adjustment of the Conversion Price pursuant to this Section 15.05(e)
(as adjusted to reflect subdivisions or combinations of the Common Stock), and
(B) 3.75% of the arithmetic average of the Closing Price (determined as set
forth in Section 15.05(h)) during the ten Trading Days (as defined in Section
15.05(h)) immediately prior to the date of declaration of such dividend, and (y)
any dividend or distribution in connection with the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary), then, in such
case, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the close of business on the Record Date for such dividend or distribution,
as the case may be, by a fraction of which the numerator shall be the Current
Market Price of the Common Stock on such Record Date less the amount of cash so
distributed (and not excluded as provided above) applicable to one share of
Common Stock and the denominator shall be such Current Market Price of the
Common Stock on such Record Date, such reduction to be effective immediately
prior to the opening of business on the day next following such Record Date;
provided that in the event the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater than the Current Market Price
of the Common Stock on such Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Noteholder shall have the right to
receive upon conversion the amount of cash such holder would have received had
such holder converted each Note on such Record Date. In the event that such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared. If any adjustment is
required to be made as set forth in this Section 15.05(e) as a result of a
distribution that is a quarterly dividend, such adjustment shall be based upon
the amount by which such distribution exceeds the amount of the quarterly cash
dividend permitted to be excluded pursuant hereto.

                                       77
<PAGE>

If an adjustment is required to be made as set forth in this Section 15.05(e)
above as a result of a distribution that is not a quarterly dividend, such
adjustment shall be based upon the full amount of the distribution.

     (f)  In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
fair market value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive and described in a resolution of the Board if
Directors) that as of the last time (the "Expiration Time") tenders or exchanges
may be made pursuant to such tender or exchange offer (as it may be amended)
exceeds the Current Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, the Conversion Price shall be reduced so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the Expiration Time by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding (including
any tendered or exchanged shares) at the Expiration Time multiplied by the
Current Market Price of the Common Stock on the Trading Day next succeeding the
Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares) at the Expiration Time and the Current Market Price of the Common Stock
on the Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the day next following
the Expiration Time. In the event that the Company is obligated to purchase
shares pursuant to any such tender or exchange offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Price shall again be adjusted to be
the Conversion Price which would then be in effect if such tender or exchange
offer had not been made.

     (g)  In case of a tender or exchange offer made by a Person other than the
Company or any Subsidiary for an amount which increases the offeror's ownership
of Common Stock to more than twenty-five percent (25%) of the Common Stock
outstanding and shall involve the payment by such Person of consideration per
share of Common Stock having a fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive, and described
in a resolution of the Board of Directors of the

                                       78
<PAGE>

Company) at the last time (the "Offer Expiration Time") tenders or exchanges may
be made pursuant to such tender or exchange offer (as it shall have been
amended) that exceeds the Current Market Price of the Common Stock on the
Trading Day next succeeding the Offer Expiration Time, and in which, as of the
Offer Expiration Time the Board of Directors of the Company is not recommending
rejection of the offer, the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to the Offer Expiration Time by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding (including
any tendered or exchanged shares) at the Offer Expiration Time multiplied by the
Current Market Price of the Common Stock on the Trading Day next succeeding the
Offer Expiration Time and the denominator shall be the sum of (x) the fair
market value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Offer Expiration Time (the shares deemed so accepted, up
to any such maximum, being referred to as the "Accepted Purchased Shares") and
(y) the product of the number of shares of Common Stock outstanding (less any
Accepted Purchased Shares) on the Offer Expiration Time and the Current Market
Price of the Common Stock on the Trading Day next succeeding the Offer
Expiration Time, such reduction to become effective immediately prior to the
opening of business on the day next following the Offer Expiration Time. In the
event that such Person is obligated to purchase shares pursuant to any such
tender or exchange offer, but such Person is permanently prevented by applicable
law from effecting any such purchases or all such purchases are rescinded, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such tender or exchange offer had not been made.
Notwithstanding the foregoing, the adjustment described in this Section 15.05(g)
shall not be made if, as of the Offer Expiration Time, the offering documents
with respect to such offer disclose a plan or intention to cause the Company to
engage in any transaction described in Article 12.

     (h)  For purposes of this Section 15.05, the following terms shall have the
meaning indicated:

               (i)   "Closing Price" with respect to any securities on any day
     means the closing price on the New York Stock Exchange as of the end of the
     regular session, as reported on the Consolidated Tape, Network A, on such
     day or, in case no such sale takes place on such day, the average of the
     reported closing bid and asked prices on the New York Stock Exchange as of
     the end of the regular session, as reported on the Consolidated Tape,
     Network A, or, if such security is not listed or admitted to trading on
     such exchange, on the principal national security

                                       79
<PAGE>

     exchange or quotation system on which such security is quoted or listed or
     admitted to trading, or, if not quoted or listed or admitted to trading on
     any national securities exchange or quotation system, the average of the
     closing bid and asked prices of such security on the over-the-counter
     market on the day in question as reported by the National Quotation Bureau
     Incorporated, or a similar generally accepted reporting service, or if not
     so available, in such manner as furnished by any New York Stock Exchange
     member firm selected from time to time by the Board of Directors of the
     Company for that purpose, or a price determined in good faith by the Board
     of Directors of the Company or, to the extent permitted by applicable law,
     a duly authorized committee thereof, whose determination shall be
     conclusive.

               (ii)  For purposes of any computation under Section 15.05(b), (d)
     or (e), "Current Market Price" means the average of the daily Closing
     Prices per share of Common Stock for the ten consecutive Trading Days
     immediately prior to the date in question; provided that (1) if the "ex"
     date (as hereinafter defined) for any event (other than the issuance or
     distribution requiring such computation) that requires an adjustment to the
     Conversion Price pursuant to Section 15.05(a), (b), (c), (d), (e), (f) or
     (g) occurs during such ten consecutive Trading Days, the Closing Price for
     each Trading Day prior to the "ex" date for such other event shall be
     adjusted by multiplying such Closing Price by the same fraction by which
     the Conversion Price is so required to be adjusted as a result of such
     other event, (2) if the "ex" date for any event (other than the issuance or
     distribution requiring such computation) that requires an adjustment to the
     Conversion Price pursuant to Section 15.05(a), (b), (c), (d), (e), (f) or
     (g) occurs on or after the "ex" date for the issuance or distribution
     requiring such computation and prior to the day in question, the Closing
     Price for each Trading Day on and after the "ex" date for such other event
     shall be adjusted by multiplying such Closing Price by the reciprocal of
     the fraction by which the Conversion Price is so required to be adjusted as
     a result of such other event, and (3) if the "ex" date for the issuance or
     distribution requiring such computation is prior to the day in question,
     after taking into account any adjustment required pursuant to clause (1) or
     (2) of this proviso, the Closing Price for each Trading Day on or after
     such "ex" date shall be adjusted by adding thereto the amount of any cash
     and the fair market value (as determined by the Board of Directors of the
     Company or, to the extent permitted by applicable law, a duly authorized
     committee thereof in a manner consistent with any determination of such
     value for purposes of Section 15.05(d), (f) or (g), whose determination
     shall be conclusive and described in a resolution of the Board of Directors
     of the Company or such duly authorized committee thereof, as the case may
     be)

                                       80
<PAGE>

     of the evidences of indebtedness, shares of capital stock or assets being
     distributed applicable to one share of Common Stock as of the close of
     business on the day before such "ex" date. For purposes of any computation
     under Section 15.05(f) or (g), the Current Market Price of the Common Stock
     on any date shall be deemed to be the average of the daily Closing Prices
     per share of Common Stock for such day and the next two succeeding Trading
     Days; provided that if the "ex" date for any event (other than the tender
     or exchange offer requiring such computation) that requires an adjustment
     to the Conversion Price pursuant to Section 15.05(a), (b), (c), (d), (e),
     (f) or (g) occurs on or after the Expiration Time or Offer Expiration Time,
     as the case may be, for the tender or exchange offer requiring such
     computation and before the end of the averaging period used to calculate
     the Current Market Price, the Closing Price for each Trading Day on and
     after the "ex" date for such other event shall be adjusted by multiplying
     such Closing Price by the reciprocal of the fraction by which the
     Conversion Price is so required to be adjusted as a result of such other
     event. For purposes of this paragraph, the term "ex" date, (1) when used
     with respect to any issuance or distribution, means the first date on which
     the Common Stock trades regular way on the relevant exchange or in the
     relevant market from which the Closing Price was obtained without the right
     to receive such issuance or distribution, (2) when used with respect to any
     subdivision or combination of shares of Common Stock, means the first date
     on which the Common Stock trades regular way on such exchange or in such
     market after the time at which such subdivision or combination becomes
     effective, and (3) when used with respect to any tender or exchange offer
     means the first date on which the Common Stock trades regular way on such
     exchange or in such market after the Offer Expiration Time of such offer.

               (iii) "fair market value" means the amount which a willing buyer
     would pay a willing seller in an arm's length transaction.

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

                                       81
<PAGE>

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

     (i)  The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 15.05(a), (b), (c), (d), (e), (f) or (g)
as the Board of Directors of the Company considers to be advisable to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

     To the extent permitted by applicable law, 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 twenty (20) days, the reduction is irrevocable during the
period and the Board of Directors of the Company shall have made a determination
that such reduction would be in the best interests of the Company, which
determination shall be conclusive. Whenever the Conversion Price is reduced
pursuant to the preceding sentence, the Company shall mail to holders of record
of the Notes a notice of the reduction at least fifteen (15) days prior to the
date the reduced Conversion Price takes effect, and such notice shall state the
reduced Conversion Price and the period during which it will be in effect.

     (j)  No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such price; provided that any adjustments which by reason of this Section
15.05(j) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article 15
shall be made by the Company and shall be made to the nearest cent or to the
nearest one-hundredth (1/100) of a share, as the case may be. No adjustment need
be made for rights to purchase Common Stock pursuant to a Company plan for
reinvestment of dividends or interest. To the extent the Notes become
convertible into cash, assets, property or securities (other than capital stock
of the Company), no adjustment need be made thereafter as to the cash, assets,
property or such securities. Interest will not accrue on the cash.

     (k)  Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than

                                       82
<PAGE>

the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to the holder of each Note at his last address appearing on the Note register
provided for in Section 2.05 of this Indenture, within twenty (20) days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.

     (l)  In any case in which this Section 15.05 provides that an adjustment
shall become effective immediately after a record date for an event, the Company
may defer until the occurrence of such event (i) issuing to the holder of any
Note converted after such record date and before the occurrence of such event
the additional shares of Common Stock issuable upon such conversion by reason of
the adjustment required by such event over and above the Common Stock issuable
upon such conversion before giving effect to such adjustment and (ii) paying to
such holder any amount in cash in lieu of any fraction pursuant to Section
15.03.

     (m)  For purposes of this Section 15.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

     Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.05(c) applies), (ii) any consolidation, merger
or combination of the Company with another corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of the properties and assets of
the Company as, or substantially as, an entirety to any other corporation as a
result of which holders of Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Company or the successor or purchasing
corporation, as the case may be, shall execute with the Guarantor and the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that such Note shall be convertible into the kind and amount of shares
of stock and other securities or property or assets

                                       83
<PAGE>

(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon conversion of such Notes (assuming, for such
purposes, a sufficient number of authorized shares of Common Stock available to
convert all such Notes) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised
("nonelecting share"), then for the purposes of this Section 15.06 the kind and
amount of securities, cash or other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article.

     The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note register provided for in Section 2.05 of this Indenture, within twenty (20)
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

     The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.

     If this Section 15.06 applies to any event or occurrence, Section 15.05
shall not apply.

     Section 15.07. Taxes on Shares Issued. The issue of stock certificates on
conversions of Notes shall be made without charge to the converting Noteholder
for any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Note converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                       84
<PAGE>

     Section 15.08. Reservation of Shares; Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Notes from time to time as such Notes are presented for
conversion.

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

     The Company covenants that all shares of Common Stock which may be issued
upon conversion of Notes will upon issue be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

     The Company covenants that if any shares of Common Stock to be provided for
the purpose of conversion of Notes hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible endeavor to secure such registration or
approval, as the case may be.

     The Company further covenants that if at any time the Common Stock shall be
listed on the Nasdaq National Market or any other national securities exchange
or automated quotation system the Company will, if permitted by the rules of
such exchange or automated quotation system, list and keep listed, so long as
the Common Stock shall be so listed on such exchange or automated quotation
system, all Common Stock issuable upon conversion of the Notes; provided that if
rules of such exchange or automated quotation system permit the Company to defer
the listing of such Common Stock until the first conversion of the Notes into
Common Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Notes in
accordance with the requirements of such exchange or automated quotation system
at such time.

     Section 15.09. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Conversion Price or whether any facts exist
which may require any adjustment of the Conversion Price, or with respect to the

                                       85
<PAGE>

nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, herein or in any supplemental indenture, in
making any such adjustment. The Trustee and any other conversion agent shall not
be accountable with respect to the validity or value (or the kind or amount) of
any shares of Common Stock, or of any securities or property, which may at any
time be issued or delivered upon the conversion of any Note; and the Trustee and
any other conversion agent make no representations with respect thereto. Neither
the Trustee nor any conversion agent shall be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities or property or cash upon the surrender of any
Note for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article. Without
limiting the generality of the foregoing, neither the Trustee nor any conversion
agent shall be under any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to
Section 15.06 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Noteholders upon the
conversion of their Notes after any event referred to in such Section 15.06 or
to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 8.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, the Officers'
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect thereto.

     Section 15.10. Notice to Holders Prior to Certain Actions. In case:

     (a)  the Company shall declare a dividend (or any other distribution) on
its Common Stock that would require an adjustment in the Conversion Price
pursuant to Section 15.05; or

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

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

                                       86
<PAGE>

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

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register provided for in
Section 2.05 of this Indenture, as promptly as possible but in any event at
least fifteen (15) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.



                                  ARTICLE 16

                                   Guarantee

     Section 16.01. Guarantee. (a) The Guarantor hereby irrevocably and
unconditionally guarantees to each Noteholder and to the Trustee on behalf of
each Noteholder the due and punctual payment of the principal of, premium, if
any, and interest on, and all other amounts payable under, each Note provided
for pursuant to this Indenture and the terms of such Note when and as the same
shall become due and payable, whether on the stated maturity, upon acceleration,
by redemption or otherwise, in accordance with the terms of such Note and of
this Indenture, irrespective of the provisions of Article 4 of this Indenture.
The Guarantor hereby expressly waives (i) any right to which it may be entitled
to require the Trustee or any Noteholder to pursue or exhaust their respective
legal or equitable remedies against the Company prior to exercising their
respective rights under the Guarantee and (ii) any right to which it may be
entitled to have the assets of the Company first be used as payment of the
Company's or the Guarantor's obligations prior to any amounts being claimed from
or paid by the Guarantor hereunder. The Guarantee will not be discharged with
respect to any Note except by payment in full of the principal thereof, premium,
if any, interest thereon and all other amounts payable thereunder. In case of
the failure of the Company punctually to pay any such principal, premium,
interest or other

                                       87
<PAGE>

amounts payable, the Guarantor hereby agrees to cause any such payment to be
made punctually when and as the same shall become due and payable, whether on
the stated maturity, upon acceleration, by redemption or otherwise, and as if
such payment were made by the Company. Notwithstanding the foregoing, the
Guarantor is not guaranteeing the Company's obligation to provide common stock
upon conversion of Notes pursuant to Article 15 hereof. Upon conversion of any
Note (or portion thereof), the Guarantee of such Note (or such portion thereof)
shall terminate immediately prior to the conversion of such Note (or such
portion thereof).

     (b)  The Guarantor hereby agrees that its obligations hereunder shall be as
if it were principal obligor and not merely surety, and shall be absolute and
unconditional and enforceable, irrespective of, and unaffected by, any
invalidity, irregularity or unenforceability of any Note or this Indenture, any
failure to enforce the provisions of any Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto by the
Noteholders or the Trustee, or any other circumstance which may otherwise
constitute a legal or equitable discharge of a surety or guarantor; provided
that, notwithstanding the foregoing, no such waiver, modification, indulgence or
circumstance shall without the written consent of the Guarantor increase the
principal amount of a Note, any premium payable thereon or the interest rate
thereon or change the currency of payment with respect to any Note, or alter the
stated maturity thereof. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of the Company, any right to require a proceeding first against the
Company (including, for the avoidance of doubt, any right which the Guarantor
may have to require the seizure and sale of the assets of the Company to satisfy
the outstanding principal of, premium, if any, interest on or any other amounts
payable under each Note prior to recourse against the Guarantor or its assets),
protest or notice with respect to any Note or the Indebtedness evidenced thereby
and all demands whatsoever, and covenants that the Guarantee will not be
discharged with respect to any Note except by payment in full of the principal
thereof, premium, if any, thereon, interest thereon and all other amounts
payable thereunder. If at any time any payment of principal of, premium, if any,
interest on or other amount payable on such Note is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Company, the Guarantor's obligations hereunder with respect to such
payment shall be reinstated as of the date of such rescission, restoration or
return as though such payment had become due but had not been made at such time.

     (c)  The Guarantor's obligations under the provisions of the Guarantee rank
pari passu with all other unsecured and unsubordinated debt of the Guarantor.

     Section 16.02. Subrogation. The Guarantor shall be subrogated to all rights
of the Noteholder against the Company in respect of any amounts paid to such
Noteholder by the Guarantor pursuant to the provisions of the Guarantee;
provided that the Guarantor shall not be entitled to enforce, or to receive
payments

                                       88
<PAGE>

arising out of or based upon, such right of subrogation until the principal of,
premium, if any, interest and any other amounts payable under all of the Notes
shall have been paid in full.



                                  ARTICLE 17

                           Miscellaneous Provisions

     Section 17.01. Provisions Binding on Successors. All the covenants,
stipulations, promises and agreements by the Company or the Guarantor contained
in this Indenture shall bind their respective successors and assigns whether so
expressed or not.

     Section 17.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company or the Guarantor
shall and may be done and performed with like force and effect by the like
board, committee or officer of any corporation that shall at the time be the
lawful sole successor of the Company or the Guarantor, respectively.

     Section 17.03. Addresses for Notices. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Notes on the Company or the Guarantor shall be
deemed to have been sufficiently given or made, for all purposes, if given or
served by being deposited postage prepaid by registered or certified mail in a
post office letter box addressed, in the case of the Company (until another
address is filed by the Company with the Trustee) to DuPont Photomasks, Inc.,
131 Old Settlers Boulevard, Round Rock, Texas 78664, Attention: Chief Financial
Officer, and in the case of the Guarantor (until another address is filed by the
Guarantor with the Trustee) to E.I. du Pont de Nemours and Company, 1007 Market
Street, Wilmington, Delaware 19898, Attention: Chief Financial Officer. Any
notice, direction, request or demand hereunder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, when received
by the Trustee at its Corporate Trust Office, which office is, at the date as of
which this Indenture is dated, located as follows: (a) for payment,
registration, transfer or exchange of the Notes: Chase Bank of Texas, National
Association, 2001 Bryan Street, 9/th/ Floor, Dallas, Texas 75201, telephone:
(800) 275-2048, telecopy: (214) 672-5873; and (b) for all other communications
relating to the Notes: Chase Bank of Texas, National Association, Global Trust
Services, 600 Travis Street, Suite 1150, Houston, Texas 77002, telephone (713)
216-5447, telecopy (713) 577-5200.

                                       89
<PAGE>

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

     Any notice or communication mailed to a Noteholder shall be mailed to him
by first class mail, postage prepaid, at his address as it appears on the Note
register and shall be sufficiently given to him if so mailed within the time
prescribed.

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

     Section 17.04.  Governing Law. This Indenture, each Note and each Guarantee
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with and governed by the
laws of New York.

     Section 17.05.  Evidence of Compliance with Conditions Precedent;
Certificates to Trustee.  Upon any application or demand by the Company or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Company or the Guarantor, as applicable, shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee 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 statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     Section 17.06.  Legal Holidays.  In any case where the date of maturity of
interest on or principal of the Notes or the date fixed for redemption of any
Note is not a Business Day, then payment of such interest on or principal of the
Notes need not be made on such date, but may be made on the next succeeding
Business

                                       90
<PAGE>

Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period from and
after such date.

     Section 17.07.  Trust Indenture Act.  This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided that, unless otherwise required by law, notwithstanding the foregoing,
this Indenture and the Notes and Guarantees issued hereunder shall not be
subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section
3.14 of the Trust Indenture Act as now in effect or as hereafter amended or
modified; provided, further, that this Section 17.07 shall not require this
Indenture or the Trustee to be qualified under the Trust Indenture Act prior to
the time such qualification is in fact required under the terms of the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to such supplemental indenture that any such qualification is required
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in an indenture
qualified under the Trust Indenture Act, such required provision shall control.

     Section 17.08.  No Security Interest Created.  Nothing in this Indenture or
in the Notes or the Guarantees, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction
where property of the Company, the Guarantor or their respective subsidiaries is
located.

     Section 17.09.  Benefits of Indenture.  Nothing in this Indenture or in the
Notes or the Guarantees, expressed or implied, shall give to any Person, other
than the parties hereto, any paying agent, any authenticating agent, any Note
registrar and their successors hereunder, the holders of Notes and the holders
of Senior Indebtedness, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     Section 17.10.  Table of Contents, Headings.  The table of contents and the
titles 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.

     Section 17.11.  Authenticating Agent.  The Trustee may appoint an
authenticating agent which shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,

                                       91
<PAGE>

including under Sections 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication.  Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 8.09.

     Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 17.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company and the Guarantor.  The Trustee
may at any time terminate the agency of any authenticating agent by giving
written notice of termination to such authenticating agent and to the Company
and the Guarantor.  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any authenticating agent shall cease to be
eligible under this Section, the Trustee shall either promptly appoint a
successor authenticating agent or itself assume the duties and obligations of
the former authenticating agent under this Indenture, and upon such appointment
of a successor authenticating agent, if made, shall give written notice of such
appointment of a successor authenticating agent to the Company and the Guarantor
and shall mail notice of such appointment of a successor authenticating agent to
all holders of Notes as the names and addresses of such holders appear on the
Note register.

     The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services (to the extent pre-approved by the
Company and the Guarantor in writing), and the Trustee shall be entitled to be
reimbursed for such pre-approved payments, subject to Section 8.06.

     The provisions of Sections 8.02, 8.03, 8.04, 9.03 and this Section 17.11
shall be applicable to any authenticating agent.

                                       92
<PAGE>

     Section 17.12.  Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, hereby accepts the trusts in
this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.

                                       93
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                       DUPONT PHOTOMASKS, INC.


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

                       E.I. DU PONT DE NEMOURS
                         AND COMPANY, as Guarantor


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

                       CHASE BANK OF TEXAS, NATIONAL
                         ASSOCIATION, as Trustee


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

                                       94
<PAGE>

                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

[For Global Note only]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. (OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.

                            DUPONT PHOTOMASKS, INC.

                   __% CONVERTIBLE SUBORDINATED NOTE DUE 2004

No:____                                                             CUSIP:______

     DUPONT PHOTOMASKS, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the "Company"), which
term includes any successor corporation under the Indenture referred to on the
reverse hereof, for value received hereby promises to pay to
____________________________ or registered assigns, the principal sum of
__________________ ($____________) on __________, 2004, at the office or agency
of the Company maintained for that purpose in accordance with the terms of the
Indenture, or, at the option of the holder of this Note, at the Corporate Trust
Office, in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest, semi-annually on __________ and __________, of each year,
commencing __________, 2001, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum of __% from __________, 2000 and
thereafter to maturity from the __________ or __________, as the case may be,
next preceding the date of this Note to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Note, or unless no
interest has been paid or duly provided for on the Notes, in which case from
__________, 2000, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after any
__________ or

                                      A-1
<PAGE>

__________, as the case may be, and before the next following __________ or
__________, this Note shall bear interest from such __________ or __________;
provided that if the Company shall default in the payment of interest due on
such __________ or __________, then this Note shall bear interest from the next
preceding __________ or __________, to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from __________, 2000. The interest payable on the Note pursuant to the
Indenture on any __________ or __________ will be paid to the Person entitled
thereto as it appears in the Note register at the close of business on the
record date, which shall be the __________ or __________ (whether or not a
Business Day) next preceding such __________ or __________, as provided in the
Indenture; provided that any such interest not punctually paid or duly provided
for shall be payable as provided in the Indenture. Interest may, at the option
of the Company, be paid either (i) by check mailed to the registered address of
such Person or (ii) by transfer to an account maintained by such Person located
in the United States; provided that payments to The Depository Trust Company,
New York, New York will be made by wire transfer of immediately available funds
to the account of The Depository Trust Company or its nominee.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Notes to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and provisions giving the holder of this Note the right to convert this Note
into Common Stock on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture.  Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

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

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

                                      A-2
<PAGE>

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

                       DUPONT PHOTOMASKS, INC.


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


                       Attest:
                              ----------------------------
                         Name:
                         Title:


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

                                      A-3
<PAGE>

                              [FORM OF GUARANTEE]

                                   GUARANTEE

     E.I. DU PONT DE NEMOURS AND COMPANY, a corporation duly organized and
validly existing under the laws of the State of Delaware (herein called the
"Guarantor"), which term includes any successor corporation under the Indenture
referred to on the reverse hereof, hereby irrevocably and unconditionally
guarantees to the holder of this Note upon which the Guarantee is endorsed and
to the Trustee on behalf of each Noteholder the due and punctual payment of
principal of, premium, if any and interest on, and all other amounts payable
under, each Note provided for pursuant to the Indenture and the terms of such
Note when and as the same shall become due and payable, whether at the stated
maturity, upon acceleration, by redemption or otherwise, in accordance with the
terms of such Note and of the Indenture, irrespective of the terms of Article 4
of the Indenture.  The Guarantor hereby expressly waives (i) any right to which
it may be entitled to require the Trustee or any Noteholder to pursue or exhaust
their respective legal or equitable remedies against the Company prior to
exercising their respective rights under the Guarantee and (ii) any right to
which it may be entitled to have the assets of the Company first be used as
payment of the Company's or the Guarantor's obligations prior to any amounts
being claimed from or paid by the Guarantor hereunder.  The Guarantee will not
be discharged with respect to any Note except by payment in full of the
principal thereof, premium, if any, and interest thereon and all other amounts
payable thereunder. In case of the failure of the Company punctually to pay any
such principal, premium, interest or other amounts payable, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at the stated maturity, upon acceleration,
by redemption or otherwise, and as if such payment were made by the Company.
Notwithstanding the foregoing, the Guarantor is not guaranteeing the Company's
obligation to provide common stock upon conversion of Notes pursuant to Article
15 hereof. Upon conversion of any Note (or portion thereof), the Guarantee of
such Note (or such portion hereof) shall terminate immediately prior to the
conversion of such Note (or such portion thereof).

     If at any time any payment of principal of, premium, if any, interest on or
other amount payable on this Note is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of the Company, the
Guarantor's obligations hereunder with respect to such payment shall be
reinstated as of the date of such rescission, restoration or return as though
such payment had become due but had not been made at such time.

     The obligations of the Guarantor to the holder of this Note and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article 16 of the Indenture, and reference is hereby made to such Article and
Indenture for the precise terms of the Guarantee.

                                      A-4
<PAGE>

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

     This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication of the Note on which this Guarantee is
endorsed shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
endorsed.

Dated:

                         E.I. DU PONT DE NEMOURS
                              AND COMPANY


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

                                      A-5
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to in the within-named Indenture.

CHASE BANK OF TEXAS,
 NATIONAL ASSOCIATION, as Trustee


By:
   ---------------------------
   Authorized Signatory          Date of authentication:
                                                     -----------------

By:
   ---------------------------
   As Authenticating Agent
   (if different from Trustee)

                                      A-6
<PAGE>

                           [FORM OF REVERSE OF NOTE]

                            DUPONT PHOTOMASKS, INC.

                  ____% CONVERTIBLE SUBORDINATED NOTE DUE 2004


     This Note is one of a duly authorized issue of Notes of the Company,
designated as its ___% Convertible Subordinated Notes Due 2004 (herein called
the "Notes"), limited to the aggregate principal amount of $100,000,000, all
issued or to be issued under and pursuant to an indenture dated as of July __,
2000 (herein called the "Indenture"), between the Company, E.I. du Pont de
Nemours and Company, a Delaware corporation, as guarantor (the "Guarantor") and
Chase Bank of Texas, National Association, as trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the
Guarantor and the holders of the Notes.

     The Notes are unconditionally and irrevocably guaranteed as to the due and
punctual payment of the principal, premium, if any, and interest and all other
amounts payable in respect thereof by the Guarantor as evidenced by the
guarantee (the "Guarantee") set forth hereon.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, premium, if any, and accrued
interest on all Notes may be declared, and upon said declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

     The Indenture contains provisions permitting the Company, the Guarantor and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided that no such supplemental indenture shall
(i) extend the fixed maturity of any Note, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption thereof, or
impair the right of any Noteholder to institute suit for the payment thereof, or
make the principal thereof or interest or premium, if any, thereon payable in
any coin or currency other than that provided in the Note, or modify the
provisions of the

                                      A-7
<PAGE>

Indenture with respect to the subordination of the Notes in a manner adverse to
the Noteholders in any material respect, or change the obligation of the Company
to make redemption of any Note upon the happening of a Fundamental Change in a
manner adverse to the holder of the Notes, or impair the right to convert the
Notes into Common Stock subject to the terms set forth in the Indenture,
including Section 15.06 thereof, or modify the provisions of the Indenture or of
the Guarantees relating to the obligations of the Guarantor in respect of the
due and punctual payment of the principal of, premium, if any, interest on, and
all other amounts payable under the Notes in a manner adverse to the holders of
the Notes, without the consent of the holder of each Note so affected or (ii)
reduce the aforesaid percentage of Notes, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all Notes then outstanding. It is also provided in the Indenture that, prior
to any declaration accelerating the maturity of the Notes, the holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
on behalf of the holders of all of the Notes waive any past default or Event of
Default under the Indenture and its consequences except a default in the payment
of interest or any premium on or the principal of any of the Notes, a default in
the payment of redemption price pursuant to Article 3 or a failure by the
Company to convert any Notes into Common Stock of the Company. Any such consent
or waiver by the holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Note and any Notes which may be issued in exchange or
substitute hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, expressly subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness of the Company, as
defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred, and this Note is issued subject to the provisions of the
Indenture with respect to such subordination.  Each holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.

     No reference herein to the Indenture and no provision of this Note or the
Guarantee or of the Indenture shall alter or impair the obligation of the
Company and of the Guarantor, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note and the Guarantee at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.

                                      A-8
<PAGE>

     Interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months.

     The Notes are issuable in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000.  At the office or agency of the
Company referred to on the face hereof, and in the manner and subject to the
limitations provided in the Indenture, without payment of any service charge but
with payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration or exchange of Notes,
Notes may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations.

     The Notes will not be redeemable at the option of the Company prior to
__________.  At any time on or after __________, and prior to maturity, the
Notes may be redeemed at the option of the Company as a whole, or from time to
time in part, upon mailing a notice of such redemption not less than 30 days
before the date fixed for redemption to the holders of Notes at their last
registered addresses, all as provided in the Indenture, at the following
optional redemption prices (expressed as percentages of the principal amount),
together in each case with accrued but unpaid interest to, but excluding, the
date fixed for redemption:

     If redeemed during the period beginning __________ and ending on
__________, at a redemption price of __%, and if redeemed during the 12-month
period beginning __________, at a redemption price of __%; provided that if the
date fixed for redemption is on __________ or __________, then the interest
payable on such date shall be paid to the holder of record on the next preceding
__________ or __________, respectively.

     The Notes are not subject to redemption through the operation of any
sinking fund.

     If a Fundamental Change (as defined in the Indenture) occurs at any time
prior to __________, the Notes will be redeemable on the 30th day after notice
thereof at the option of the holder.  Such repayment shall be made at a price
equal to 100% of the principal amount to be redeemed.  The Company shall also
pay accrued but unpaid interest, if any on such Notes to, but excluding, the
Repurchase Date; provided that if such Repurchase Date is __________ or
__________, then the interest payable on such date shall be paid to the holder
of record of the Note on the next preceding __________ or __________.  The
Company shall mail to all holders of record of the Notes a notice of the
occurrence of a Fundamental Change and of the redemption right arising as a
result thereof on or before the 10th day after the occurrence of such
Fundamental Change.  For a Note to be so repaid at the option of the holder, the
Company must

                                      A-9
<PAGE>

receive at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, such Note with the form entitled
"Option to Elect Repayment Upon a Fundamental Change" on the reverse thereof
duly completed, together with such Notes duly endorsed for transfer, on or
before the 30th day after the date of such notice (or if such 30th day is not a
Business Day, the immediately preceding Business Day).

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after the date of the original issuance of the
Notes through the close of business on __________, 2004, or, as to all or any
portion hereof called for redemption, prior to the close of business on the
Business Day immediately preceding the date fixed for redemption (unless the
Company shall default in payment due upon redemption thereof), to convert the
principal hereof or any portion of such principal which is $1,000 or an integral
multiple thereof into that number of shares of the Company's Common Stock, as
said shares shall be constituted at the date of conversion, obtained by dividing
the principal amount of this Note or portion thereof to be converted by the
Conversion Price of $_____ or such Conversion Price as adjusted from time to
time as provided in the Indenture, upon surrender of this Note, together with a
conversion notice as provided in the Indenture, to the Company at the office or
agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, or at the option of such holder, the Corporate Trust Office,
and, unless the shares issuable on conversion are to be issued in the same name
as this Note, duly endorsed by, or accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney.  No adjustment in respect of interest on any Note converted
or dividends on any shares issued upon conversion of such Note will be made upon
any conversion; provided that if this Note shall be surrendered for conversion
during the period from the close of business on any record date for the payment
of interest to the close of business on the Business Day next preceding the
interest payment date and such Note has not been called for redemption on a
redemption date which occurs during this period, this Note must be accompanied
by an amount, in immediately available funds or other funds acceptable to the
Company, equal to the interest payable on such interest payment date on the
principal amount being converted; provided that no such payment need be made if
there shall exist at the time of conversion a default in the payment of interest
on such Note.  No fractional shares will be issued upon any conversion, but an
adjustment in cash will be made, as provided in the Indenture, in respect of any
fraction of a share which would otherwise be issuable upon the surrender of any
Note or Notes for conversion.

     Any Notes called for redemption, unless surrendered for conversion on or
before the close of business on the date fixed for redemption, may be deemed to
be purchased from the holder of such Notes at an amount equal to the applicable

                                     A-10
<PAGE>

redemption price, together with accrued but unpaid interest to (but excluding)
the date fixed for redemption, by one or more investment bankers or other
purchasers who may agree with the Company to purchase such Notes from the
holders thereof and convert them into Common Stock of the Company and to make
payment for such Notes as aforesaid to the Trustee in trust for such holders.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, or at the option of the holder of this Note, at the
Corporate Trust Office, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
thereof; subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

     The Company, the Guarantor, the Trustee, any authenticating agent, any
paying agent, any conversion agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company, the Guarantor or any Note
registrar), for the purpose of receiving payment hereof, or on account hereof,
for the conversion hereof and for all other purposes, and neither the Company,
the Guarantor, the Trustee, any authenticating agent, any paying agent, any
conversion agent nor any registrar shall be affected by any notice to the
contrary.  All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

     No recourse for the payment of the principal of or any premium or interest
on this Note or the Guarantee endorsed hereon, or for any claim based hereon or
thereon or otherwise in respect hereof or thereof; and no recourse under or upon
any obligation, covenant or agreement of the Company or the Guarantor in the
Indenture or any indenture supplemental thereto or in any Note or Guarantee, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation or of the Guarantor or of any successor corporation, either directly
or through the Company, the Guarantor or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

                                     A-11
<PAGE>

     This Note and the Guarantee endorsed hereon shall be deemed to be a
contract made under the laws of New York, and for all purposes shall be
construed in accordance with the laws of New York, without regard to principles
of conflicts of laws.

     Terms used in this Note and the Guarantee endorsed hereon and defined in
the Indenture are used herein as therein defined.

                                     A-12
<PAGE>

                                 ABBREVIATIONS


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

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




</TABLE>

                   Additional abbreviations may also be used
                         though not in the above list.

                                     A-13
<PAGE>

                               CONVERSION NOTICE


To:  DUPONT PHOTOMASKS, INC.

     The undersigned registered owner of this Note hereby irrevocably exercises
the option to convert this Note, or the portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of
DuPont Photomasks, Inc. in accordance with the terms of the Indenture referred
to in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below.  If shares or any portion of this Note not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
provide the appropriate information below and pay all transfer taxes payable
with respect thereto.  Any amount required to be paid by the undersigned on
account of interest accompanies this Note.

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


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

                                               Signature(s) must be guaranteed
                                               by a commercial bank or trust
                                               company or a member firm of a
                                               major stock exchange if shares of
                                               Common Stock are to be issued, or
                                               Notes to be delivered, other than
                                               to and in the name of the
                                               registered holder.


                                               ---------------------------------
                                               Signature Guarantee

                                     A-14
<PAGE>

Fill in for registration of shares of Common Stock if to be issued, and Notes if
to be delivered, other than to and in the name of the registered holder:


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


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


--------------------------------------
(City, State and Zip Code)


Please print name and address


Principal amount to be converted
(if less than all):  $
                      -------------


Social Security or Other Taxpayer
Identification Number
                     -----------------

                                     A-15
<PAGE>

                           OPTION TO ELECT REPAYMENT
                           UPON A FUNDAMENTAL CHANGE


To:  DUPONT PHOTOMASKS, INC.

     The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from DuPont Photomasks, Inc. (the "Company") as
to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to redeem the entire principal amount of this
Note, or the portion thereof (which is $1,000 or an integral multiple thereof)
below designated, in accordance with the terms of the Indenture referred to in
this Note at the price of 100% of such entire principal amount or portion
thereof, together with accrued but unpaid interest to, but excluding, such date,
to the registered holder hereof.


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


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

                                               NOTICE: The above signatures of
                                               the holder(s) hereof must
                                               correspond with the name as
                                               written upon the face of the Note
                                               in every particular without
                                               alteration or enlargement or any
                                               change whatever.

                                               Principal amount to be redeemed
                                               (if less than all):

                                                            $
                                                             ----------

                                               ---------------------------------
                                               Social Security or Other Taxpayer
                                               Identification Number

<PAGE>

                                   ASSIGNMENT


     For value received ______________________________ hereby sell(s), assign(s)
and transfer(s) unto ______________________________ (Please insert social
security or other Taxpayer Identification Number of assignee) the within Note,
and hereby irrevocably constitutes and appoints _________________________
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.


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


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

                                               Signature(s) must be guaranteed
                                               by a commercial bank or trust
                                               company or a member firm of a
                                               major stock exchange if shares of
                                               Common Stock are to be issued, or
                                               Notes to be delivered, other than
                                               to or in the name of the
                                               registered holder.


                                               ---------------------------------
                                               Signature Guarantee


NOTICE:  The signature on the conversion notice, the option to elect repayment
upon a Fundamental Change or the assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatever.