<PAGE>
                                                                     EXHIBIT 4.1


                               MAXTOR CORPORATION

                     6.80% Convertible Senior Notes Due 2010

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

                                    INDENTURE

                             Dated as of May 7, 2003

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

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

           ----------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                                                                            <C>
Section 1.01.  Definitions....................................................    1
Section 1.02.  Other Definitions..............................................    6
Section 1.03.  Incorporation By Reference Of Trust Indenture Act..............    7
Section 1.04.  Rules Of Construction..........................................    8
Section 1.05.  Acts of Holders................................................    8

                                    ARTICLE 2
                                 THE SECURITIES

Section 2.01.  Form And Dating................................................    9
Section 2.02.  Execution And Authentication...................................   10
Section 2.03.  Registrar, Paying Agent, Conversion Agent And Calculation Agent   11
Section 2.04.  Paying Agent To Hold Money And Securities In Trust.............   12
Section 2.05.  Securityholder Lists...........................................   12
Section 2.06.  Transfer And Exchange..........................................   12
Section 2.07.  Replacement Securities.........................................   14
Section 2.08.  Outstanding Securities; Determinations Of Holders' Action......   15
Section 2.09.  Temporary Securities...........................................   15
Section 2.10.  Cancellation...................................................   16
Section 2.11.  Persons Deemed Owners..........................................   16
Section 2.12.  Global Securities..............................................   16
Section 2.13.  CUSIP Numbers..................................................   22
Section 2.14.  Ranking........................................................   22

                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

Section 3.01.  Company's Right To Redeem; Notices To Trustee..................   22
Section 3.02.  Selection Of Securities To Be Redeemed.........................   23
Section 3.03.  Notice Of Redemption...........................................   23
Section 3.04.  Effect Of Notice Of Redemption.................................   24
Section 3.05.  Deposit Of Redemption Price....................................   24
Section 3.06.  Securities Redeemed In Part....................................   25
Section 3.07.  [Reserved].....................................................   25
Section 3.08.  Purchase Of Securities At Option Of The Holder Upon Change Of
               Control........................................................   25
Section 3.09.  Company's Right To Elect Manner Of Payment Change Of Control
               Purchase Price For Payment.....................................   27


Section 3.10 . Covenants of the Company.......................................   31
</TABLE>
<PAGE>
<TABLE>
<S>                                                                              <C>
Section 3.11.  Taxes..........................................................   31
Section 3.12.  Effect Of Change Of Control Purchase Notice....................   31
Section 3.13.  Deposit Of Change Of Control Purchase Price....................   33
Section 3.14.  Securities Purchased In Part...................................   33
Section 3.15.  Covenant To Comply With Securities Laws Upon Purchase Of
               Securities.....................................................   33
Section 3.16.  Repayment To The Company.......................................   34

                                    ARTICLE 4
                                    COVENANTS

Section 4.01.  Payment of Securities..........................................   34
Section 4.02.  SEC And Other Reports..........................................   34
Section 4.03.  Compliance Certificate.........................................   35
Section 4.04.  Further Instruments And Acts...................................   35
Section 4.05.  Maintenance Of Office Or Agency................................   35
Section 4.06.  Delivery Of Certain Information................................   36
Section 4.07.  Registration Rights............................................   36
Section 4.08.  Liquidated Damages Notice......................................   36

                                    ARTICLE 5
                                SUCCESSOR PERSON

Section 5.01.  When Company May Merge Or Transfer Assets......................   37

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.  Events Of Default..............................................   38
Section 6.02.  Acceleration...................................................   40
Section 6.03.  Other Remedies.................................................   41
Section 6.04.  Waiver Of Past Defaults........................................   41
Section 6.05.  Control By Majority............................................   42
Section 6.06.  Limitation On Suits............................................   42
Section 6.07.  Rights Of Holders To Receive Payment...........................   42
Section 6.08.  Collection Suit By Trustee.....................................   43
Section 6.09.  Trustee May File Proofs Of Claim...............................   43
Section 6.10.  Priorities.....................................................   44
Section 6.11.  Undertaking For Costs..........................................   44
Section 6.12.  Waiver Of Stay, Extension Or Usury Laws........................   44

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.  Duties Of Trustee..............................................   45
Section 7.02.  Rights Of Trustee..............................................   46
Section 7.03.  Individual Rights Of Trustee...................................   47
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                              <C>
Section 7.04.  Trustee's Disclaimer...........................................   47
Section 7.05.  Notice Of Defaults.............................................   48
Section 7.06.  Reports By Trustee To Holders..................................   48
Section 7.07.  Compensation And Indemnity.....................................   48
Section 7.08.  Replacement Of Trustee.........................................   49
Section 7.09.  Successor Trustee By Merger....................................   50
Section 7.10.  Eligibility; Disqualification..................................   50
Section 7.11.  Preferential Collection Of Claims Against Company..............   50

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

Section 8.01.  Discharge Of Liability On Securities...........................   50
Section 8.02.  Repayment To The Company.......................................   51

                                    ARTICLE 9
                                   AMENDMENTS

Section 9.01.  Without Consent Of Holders.....................................   51
Section 9.02.  With Consent Of Holders........................................   52
Section 9.03.  Compliance With Trust Indenture Act............................   54
Section 9.04.  Revocation And Effect Of Consents, Waivers And Actions.........   54
Section 9.05.  Notation On Or Exchange Of Securities..........................   54
Section 9.06.  Trustee To Sign Supplemental Indentures........................   54
Section 9.07.  Effect Of Supplemental Indentures..............................   54

                                   ARTICLE 10
                                   CONVERSIONS

Section 10.01.  Conversion Privilege..........................................   55
Section 10.02.  Conversion Procedure; Conversion Price; Fractional Shares.....   55
Section 10.03.  Payment Of Cash In Lieu Of Common Stock.......................   57
Section 10.04.  Adjustment of Conversion Rate.................................   59
Section 10.05.  Effect of Reclassification, Consolidation, Merger or Sale.....   69
Section 10.06.  Taxes on Shares Issued........................................   70
Section 10.07.  Reservation of Shares, Shares to Be Fully Paid; Compliance
                with Governmental Requirements; Listing of Common Stock.......   70
Section 10.08.  Responsibility of Trustee.....................................   71
Section 10.09.  Notice To Holders Prior To Certain Actions....................   72
Section 10.10.  Rights Issued in Respect of Common Stock Issued upon
                Conversion....................................................   73
Section 10.11.  Unconditional Right Of Holders To Convert.....................   73
</TABLE>

                                      iii
<PAGE>
<TABLE>
<CAPTION>

                                   ARTICLE 11
                                  MISCELLANEOUS

<S>                                                                              <C>
Section 11.01.  Trust Indenture Act Controls..................................   73
Section 11.02.  Notices.......................................................   73
Section 11.03.  Communication By Holders With Other Holders...................   74
Section 11.04.  Certificate And Opinion As To Conditions Precedent............   74
Section 11.05.  Statements Required In Certificate Or Opinion.................   74
Section 11.06.  Separability Clause...........................................   75
Section 11.07.  Rules By Trustee, Paying Agent, Conversion Agent and Registrar   75
Section 11.08.  Legal Holidays................................................   75
Section 11.09.  GOVERNING LAW.................................................   75
Section 11.10.  No Recourse Against Others....................................   75
Section 11.11.  Successors....................................................   75
Section 11.12.  Multiple Originals............................................   76
</TABLE>

EXHIBIT A             Form of Global Security
EXHIBIT B             Form of Certificated Security
EXHIBIT C             Transfer Certificate


                                       iv
<PAGE>
      INDENTURE dated as of May 7, 2003 between MAXTOR CORPORATION, a Delaware
corporation ("COMPANY"), and U.S. BANK NATIONAL ASSOCIATION ("TRUSTEE").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 6.80% Convertible
Senior Notes Due 2010:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01. Definitions.

      "144A GLOBAL SECURITY" means a permanent Global Security in the form of
the Security attached hereto as Exhibit A, and that is a Restricted Security.

      "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.

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

      "APPLICABLE STOCK" means (i) the Common Stock and (ii) in the event of a
merger, consolidation or any other transaction of the type described in Section
10.05 involving the Company that is otherwise permitted hereunder in which the
Company is not the surviving corporation, the common stock of such surviving
corporation or its direct or indirect parent corporation.

      "BOARD OF DIRECTORS" means either the board of directors of the Company or
any duly authorized committee of such board.

      "BOARD RESOLUTION" means a resolution of the Board of Directors.

      "BUSINESS DAY" means, with respect to any Security, a day that in the City
of New York, is not a day on which banking institutions are authorized by law or
regulation to close.


                                       1
<PAGE>
      "CALCULATION AGENT" means initially the Trustee and its successors and
assigns.

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

      "CERTIFICATED SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit B.

      "CHANGE OF CONTROL" means any transaction or event in connection with
which all or substantially all of the Common Stock is exchanged for, converted
into, acquired for or constitutes solely the right to receive consideration
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) that is not all common stock (other than cash payments for fractional
shares and cash payments made in respect of dissenters' appraisal rights) that
is (or, upon consummation of or immediately following such transaction or event,
which will be) listed on a United States national securities exchange or
approved (or, upon consummation of or immediately following such transaction or
event, which will be approved) for quotation on the Nasdaq National Market or
any similar United States system of automated dissemination of quotations of
securities prices.

      "COMMON STOCK" means the common stock, $0.01 par value per share, of the
Company of the type authorized on the date of this Indenture or any other shares
of Capital Stock of the Company into which such Common Stock shall be
reclassified or changed.

      "COMPANY" means the party named as the "Company" in the first Section of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

      "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers.

      "CONVERSION PRICE" as of any date means $1,000 divided by the Conversion
Rate as of such date.

      "CONVERSION RATE" has the meaning set forth in Section 10.02(a) hereof.

      "CONVERSION SETTLEMENT DATE" means (i) the Conversion Date or (ii) if the
Company elects to pay cash in lieu of Common Stock pursuant to Section 10.03,
the Business Day following the final day of the Cash Settlement Averaging
Period.


                                       2
<PAGE>
      "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at U.S. Bank National Association, 550
South Hope Street, 5th Floor, Los Angeles, CA 90071, Attention: Corporate Trust
Services, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).

      "DESIGNATED SUBSIDIARY" shall mean any existing or future, direct or
indirect, Subsidiary of the Company whose assets constitute 15% or more of the
total assets of the Company on a consolidated basis.

      "GLOBAL SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit A, and that are registered in the register
of Securities in the name of a Depositary or a nominee thereof, and to the
extent that such Securities are Restricted Securities, such Securities will be
in the form of a 144A Global Security.

      "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security is
registered on the Registrar's books.

      "INDENTURE" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

      "INTEREST" means interest payable on each Security pursuant to Section 1
of the Securities.

      "INTEREST PAYMENT DATE" means April 30 and October 30 of each year,
commencing October 30, 2003.

      "INTEREST RECORD DATE" means April 15 and October 15 of each year.

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

      "LIQUIDATED DAMAGES" means the interest that is payable by the Company
pursuant to the Registration Rights Agreement upon a Registration Default.

      "MARKET PRICE" means, with respect to shares of Applicable Stock, the
average of the Sale Prices of the shares of Applicable Stock for the 20 Trading
Days immediately preceding and including the third Trading Day prior to the
applicable Change of Control Purchase Date, appropriately adjusted to take into
account the occurrence, during the 20 Trading Days ending on the Change of
Control Purchase Date, of any event described in Sections 10.04 or 10.05.


                                       3
<PAGE>
      "NYSE" means The New York Stock Exchange, Inc.

      "OFFICER" means the Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer, the President, any Vice President, the Treasurer,
the Assistant Treasurer, the Secretary or any Assistant Secretary of the
Company.

      "OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 11.04 and 11.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by an authorized
financial or accounting Officer of the Company but need not contain the
information specified in Sections 11.04 and 11.05.

      "OPINION OF COUNSEL" means a written opinion containing the information
specified in Sections 11.04 and 11.05, from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

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

      "PURCHASE AGREEMENT" means the Purchase Agreement dated as of May 2, 2003
between the Company and Banc of America Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

      "REDEMPTION DATE" means the date specified in a notice of redemption on
which the Securities will be redeemed in accordance with the terms of the
Securities and this Indenture.

      "REDEMPTION PRICE" or "REDEMPTION PRICE" shall have the meaning set forth
in Section 3.01.

      "REGISTRATION DEFAULT" has the meaning specified in the Registration
Rights Agreement.

      "REGISTRATION RIGHTS AGREEMENT" means the Resale Registration Rights
Agreement, dated as of the date hereof, between the Company and Banc of America
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

      "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer in the Corporate Trust Office of the Trustee or any other officer
associated with the corporate trust services department of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular


                                       4
<PAGE>
subject and who shall have direct responsibility for the administration of this
Indenture.

      "RESTRICTED SECURITY" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibits A and B of this
Indenture.

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

      "SALE PRICE" means, with respect to any security on any day, (1) the
closing sale price per share on such day (or if no closing sale price is
reported, the average of the reported closing bid and ask prices or, if more
than one in either case, the average of the average closing bid and the average
closing ask prices) as reported in composite transactions for the principal
United States national or regional securities exchange on which such security is
traded, or (2) if such security is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System, or (3) if not so reported, the
average of the closing bid and ask prices of such security on the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or (4) a price determined in good faith by the
Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.

      "SEC" means the Securities and Exchange Commission.

      "SECURITIES" means any of the Company's 6.80% Convertible Senior Notes Due
2010, as amended or supplemented from time to time, issued under this Indenture.

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

      "SECURITYHOLDER" or "HOLDER" means a person in whose name a Security is
registered on the Registrar's books.

      "STATED MATURITY", when used with respect to any Security, means April 30,
2010.

      "SUBSIDIARY" means (i) a corporation, a majority of whose outstanding
Voting Stock is, at the date of determination, directly or indirectly owned by
the Company, by one or more Subsidiaries or by the Company and one or more
Subsidiaries, (ii) a partnership in which the Company or a Subsidiary holds a
majority interest in the equity capital or profits of such partnership, or (iii)
any other Person (other than a corporation) in which the Company, a Subsidiary
or the Company and one or more Subsidiaries, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to


                                       5
<PAGE>
elect or direct the election of a majority of the directors or other governing
body of such Person.

      "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture; provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

      "TRADING DAY" means a day during which trading in securities generally
occurs on the NYSE or, if the Common Stock is not listed for trading on the
NYSE, on the principal other national or regional securities exchange on which
the Common Stock then is listed or, if the Common Stock is not listed for
trading on a national or regional securities exchange, on the National
Association of Securities Dealers Automated Quotation System or, if the Common
Stock is not quoted on the National Association of Securities Dealers Automated
Quotation System, on the principal other market on which the Common Stock is
then traded.

      "TRANSFER RESTRICTED SECURITIES" has the meaning specified in the
Registration Rights Agreement.

      "TRUSTEE" means the party named as the "Trustee" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

      "VOTING STOCK" of a Person means Capital Stock of such person of the class
or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

      Section 1.02. Other Definitions.

      <TABLE>
      <CAPTION>
                                                             DEFINED IN
      TERMS:                                                 SECTION:
<S>                                                          <C>
      "Accepted Purchased Shares"........................    Section
                                                             10.04(g)
      "Adjustment Event".................................    10.04(l)
      "Agent Members"....................................    2.12(e)
      "cash".............................................    3.09(a)
      "Cash Amount"......................................    10.03(a)
      "Cash Settlement Averaging Period".................    10.03(a)
      "Cash Settlement Notice Period"....................    10.03(a)
      "Change of Control Purchase Date"..................    3.08(a)
      "Change of Control Purchase Notice"................    3.08(c)
      </TABLE>


                                       6
<PAGE>
      <TABLE>
      <CAPTION>
                                                             DEFINED IN
      TERMS:                                                 SECTION:
<S>                                                          <C>
      "Change of Control Purchase Price".................    3.08(a)
      "Company Notice"...................................    3.08(b)
      "Company Notice Date"..............................    3.08(b)
      "Conversion Agent".................................    2.03
      "Conversion Date"..................................    10.02(c)
      "Conversion Obligation"............................    10.01(a)
      "Conversion Retraction Period".....................    10.03(a)
      "Conversion Settlement Distribution"...............    10.03(a)
      "Current Market Price".............................    10.04(h)
      "DTC" .............................................    2.01(a)
      "Depositary".......................................    2.01(a)
      "Determination Date"...............................    10.04(l)
      "Distributed Assets"...............................    10.04(d)
      "Event of Default".................................    6.01
      "Exchange Act".....................................    2.12(e)
      "Expiration Time"..................................    10.04(f)
      "Extraordinary Cash Dividend" .....................    10.04(e)
      "Fair Market Value"................................    10.04(h)
      "Final Notice Date"................................    10.03(a)
      "Indebtedness".....................................    2.14
      "Legal Holiday"....................................    11.08
      "Legend"...........................................    2.06(f)
      "Liquidated Damages Notice" .......................    4.08
      "non-electing share"...............................    10.05
      "Notice of Conversion".............................    10.02(b)
      "Notice of Default"................................    6.01
      "Offer Expiration Time"............................    10.04(g)
      "Paying Agent".....................................    2.03
      "Purchased Shares".................................    10.04(f)
      "QIB"..............................................    2.01(a)
      "Record Date"......................................    10.04(h)
      "Registrar"........................................    2.03
      "Rights"...........................................    10.10
      "Rule 144A Information"............................    4.06
      "Trigger Event"....................................    10.04(d)
      "Securitization Subsidiary"........................    6.01
</TABLE>

      Section 1.03. Incorporation By Reference Of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

      "COMMISSION" means the SEC.


                                       7
<PAGE>
      "INDENTURE SECURITIES" means the Securities.

      "INDENTURE SECURITY HOLDER" means a Securityholder.

      "INDENTURE TO BE QUALIFIED" means this Indenture.

      "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

      "OBLIGOR" on the indenture securities means the Company.

      All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

      Section 1.04. Rules Of Construction. Unless the context otherwise
requires:

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

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

            (3)   "or" is not exclusive;

            (4)   "INCLUDING" means including, without limitation; and

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

      Section 1.05. Acts of Holders.

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

      (b) The fact and date of the execution by any person of any such
instrument or writing may be proved by the affidavit of a witness of such


                                       8
<PAGE>
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

      (c) The principal amount and serial number of any Security and the
ownership of Securities shall be proved by the register for the Securities.

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

      (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

                                   ARTICLE 2
                                 THE SECURITIES

      Section 2.01. Form And Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A
and B, which are a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage (provided
that any such notation, legend or endorsement required by usage is in a form
acceptable to the Company). The Company shall provide any such notations,
legends or


                                       9
<PAGE>
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.

      (a) 144A Global Securities. Securities offered and sold within the United
States to qualified institutional buyers as defined in Rule 144A ("QIBS") in
reliance on Rule 144A shall be issued, initially in the form of a 144A Global
Security, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary (as defined below) and registered in the
name of The Depository Trust Company ("DTC") or the nominee thereof (DTC, or any
successor thereto, and any such nominee being hereinafter referred to as the
"DEPOSITARY"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the 144A Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.

      (b) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, repurchases and conversions.

      Any adjustment of the aggregate principal amount of a Global Security to
reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof and
shall be made on the records of the Trustee and the Depositary.

      (c) Book-Entry Provisions. This Section 2.01(c) shall apply only to Global
Securities deposited with or on behalf of the Depositary.

      The Company shall execute and the Trustee shall, in accordance with this
Section 2.01(c), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall be substantially in the form of Exhibit A attached
hereto.

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

      Section 2.02. Execution And Authentication. The Securities shall be
executed on behalf of the Company by any Officer. The signature of the Officer
on the Securities may be manual or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Securities Officers shall bind the


                                       10
<PAGE>
Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of authentication of such Securities.

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

      The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount of up to $230,000,000 aggregate principal
amount upon one or more Company Orders without any further action by the Company
(other than as contemplated in Section 11.04 and Section 11.05 hereof). The
aggregate principal amount of the Securities due at the Stated Maturity thereof
outstanding at any time may not exceed the amount set forth in the foregoing
sentence.

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

      Section 2.03. Registrar, Paying Agent, Conversion Agent And Calculation
Agent. The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("REGISTRAR"), an office
or agency where Securities may be presented for purchase or payment ("PAYING
Agent") and an office or agency where Securities may be presented for conversion
("CONVERSION AGENT"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.05. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05.

      The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent, Calculation Agent or co-registrar (in
each case, if such Registrar, agent or co-registrar is a Person other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.


                                       11
<PAGE>
      The Company initially appoints the Trustee as Registrar, Conversion Agent,
Calculation Agent and Paying Agent in connection with the Securities.

      Section 2.04. Paying Agent To Hold Money And Securities In Trust.
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or shares
of Common Stock sufficient to make such payments when so becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
and shares of Common Stock so held in trust. If the Company, a Subsidiary or an
Affiliate of either of them acts as Paying Agent, it shall segregate the money
and shares of Common Stock held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money
and shares of Common Stock held by it to the Trustee and to account for any
funds and Common Stock disbursed by it. Upon doing so, the Paying Agent shall
have no further liability for the money or shares of Common Stock.

      Section 2.05. Securityholder Lists. The Trustee shall preserve the most
recent list available to it of the names and addresses of Securityholders. If
the Trustee is not the Registrar, the Company shall cause to be furnished to the
Trustee at least semiannually on March 15 and September 15 a listing of
Securityholders dated within 15 days of the date on which the list is furnished
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.

      Section 2.06. Transfer And Exchange. (a) Subject to Section 2.12 hereof,
upon surrender for registration of transfer of any Security, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.03, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate principal amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Securities from the Securityholder requesting such transfer
or exchange.


                                       12
<PAGE>
      At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount upon surrender of the Securities to be exchanged, together with
a written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

      The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Change of Control Purchase
Notice has been given and not withdrawn by the Holder thereof in accordance with
the terms of Section 3.12(b) (except, in the case of Securities to be purchased
in part, the portion thereof not to be purchased) or any Securities for a period
of 15 days before the mailing of a notice of redemption of Securities to be
redeemed; provided, however, that a Change of Control Purchase Notice subject to
a conditional withdrawal pursuant to Section 3.12(c) shall not be considered
validly withdrawal for the purposes of this Section 2.06 until the conditions
for such withdrawal are satisfied.

      (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole
or in part, to the Depositary, to nominees of the Depositary or to a successor
of the Depositary or such successor's nominee.

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

      (d) Any Registrar appointed pursuant to Section 2.03 hereof shall provide
to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

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

      (f) If Securities are issued upon the transfer, exchange or replacement of
Securities subject to restrictions on transfer and bearing the legends set forth
on


                                       13
<PAGE>
the forms of Security attached hereto as Exhibits A and B setting forth such
restrictions (collectively, the "LEGEND"), or if a request is made to remove the
Legend on a Security, the Securities so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Company and the Registrar such satisfactory evidence, which shall include an
opinion of counsel, as may be reasonably required by the Company and the
Registrar (if not the same Person as the Trustee) and the Trustee, that neither
the Legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A or Rule
144 under the Securities Act or that such Securities are not "restricted" within
the meaning of Rule 144 under the Securities Act. Upon (i) provision of such
satisfactory evidence, or (ii) notification by the Company to the Trustee and
Registrar of the sale of such Security pursuant to a registration statement that
is effective at the time of such sale, the Trustee, at the written direction of
the Company, shall authenticate and deliver a Security that does not bear the
Legend. If the Legend is removed from the face of a Security and the Security is
subsequently held by the Company or an Affiliate of the Company, the Legend
shall be reinstated.

      Section 2.07. Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a certificate number not
contemporaneously outstanding.

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

      Upon the issuance of any new Securities under this Section 2.07, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

      Every new Security issued pursuant to this Section 2.07 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.


                                       14
<PAGE>
      The provisions of this Section 2.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

      Section 2.08. Outstanding Securities; Determinations Of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those paid pursuant to Section 2.07,
those delivered to it for cancellation and those described in this Section 2.08
as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite principal amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent, waiver, or other Act hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
act, only Securities which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles 6 and 9).

      If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

      If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Change of Control Purchase
Date, or on Stated Maturity, money or securities, if permitted hereunder,
sufficient to pay Securities payable on that date, then immediately after such
Redemption Date, Change of Control Purchase Date or Stated Maturity, as the case
may be, such Securities shall cease to be outstanding and Interest and
Liquidated Damages, if any, on such Securities shall cease to accrue; provided,
that if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made.

      If a Security is converted in accordance with Article 10, then from and
after the time of conversion on the date of conversion, such Security shall
cease to be outstanding and Interest and Liquidated Damages, if any, shall cease
to accrue on such Security.

      Section 2.09. Temporary Securities. Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized


                                       15
<PAGE>
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

      If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

      Section 2.10. Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 10. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

      Section 2.11. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
the principal amount of the Security or any portion thereof, or the payment of
any Redemption Price or Change of Control Purchase Price in respect thereof, and
Interest or Liquidated Damages thereon, for the purpose of conversion and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

      Section 2.12. Global Securities. (a) Notwithstanding any other provisions
of this Indenture or the Securities, (A) transfers of a Global Security, in
whole or in part, shall be made only in accordance with Section 2.06 and Section


                                       16
<PAGE>
2.12(a)(i) below, (B) transfers of a beneficial interest in a Global Security
for a Certificated Security shall comply with Section 2.06, Section 2.12(a)(ii)
below and Section 2.12(e)(1) below, and (C) transfers of a Certificated Security
shall comply with Section 2.06 and Sections 2.12(a)(iii) and 2.12(a)(iv) below.

            (i) Transfer of Global Security. A Global Security may not be
      transferred, in whole or in part, to any person other than the Depositary
      or a nominee or any successor thereof, and no such transfer to any such
      other person may be registered; provided that this clause 2.12(a)(i) shall
      not prohibit any transfer of a Security that is issued in exchange for a
      Global Security but is not itself a Global Security. No transfer of a
      Security to any person shall be effective under this Indenture or the
      Securities unless and until such Security has been registered in the name
      of such person. Nothing in this Section 2.12(a)(i) shall prohibit or
      render ineffective any transfer of a beneficial interest in a Global
      Security effected in accordance with the other provisions of this Section
      2.12(a).

            (ii) Restrictions on Transfer of a Beneficial Interest in a Global
      Security for a Certificated Security. A beneficial interest in a Global
      Security may not be exchanged for a Certificated Security except upon
      satisfaction of the requirements set forth below and in Section 2.12(e)(1)
      below. Upon receipt by the Trustee of a transfer of a beneficial interest
      in a Global Security in accordance with Applicable Procedures for a
      Certificated Security in the form satisfactory to the Trustee, together
      with:

                  (A) so long as the Securities are Restricted Securities,
            certification in the form set forth in Exhibit C;

                  (B) written instructions to the Trustee to make, or direct the
            Registrar to make, an adjustment on its books and records with
            respect to such Global Security to reflect a decrease in the
            aggregate principal amount of the Securities represented by the
            Global Security, such instructions to contain information regarding
            the Depositary account to be credited with such decrease; and

                  (C) if the Company so requests, an opinion of counsel or other
            evidence reasonably satisfactory to it as to the compliance with the
            restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of the Securities represented
by the Global Security to be decreased by the aggregate principal amount of the
Certificated Security to be issued, shall issue such Certificated Security and
shall debit or cause to be debited to the account of the person specified in
such


                                       17
<PAGE>
instructions a beneficial interest in the Global Security equal to the principal
amount of the Certificated Security so issued.

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

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

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

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Securities surrendered for transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
            instrument of transfer in form reasonably satisfactory to the
            Company and the Registrar, duly executed by the Holder thereof or
            his attorney duly authorized in writing; and

                  (2) so long as such Securities are Restricted Securities, such
            Securities are being transferred or exchanged pursuant to an
            effective registration statement under the Securities Act or
            pursuant to clause (A), (B) or (C) below, and are accompanied by the
            following additional information and documents, as applicable:

                        (A) if such Certificated Securities are being delivered
                  to the Registrar by a Holder for registration in the name of
                  such Holder, without transfer, a certification from such
                  Holder to that effect; or

                        (B) if such Certificated Securities are being
                  transferred to the Company, a certification to that effect; or

                        (C) if such Certificated Securities are being
                  transferred pursuant to an exemption from registration, (i) a
                  certification to that effect (in the form set forth in Exhibit
                  C, if applicable) and (ii) if the Company so requests, an
                  opinion of counsel or other evidence reasonably satisfactory
                  to it as to the compliance with the restrictions set forth in
                  the Legend.

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


                                       18
<PAGE>
      Upon receipt by the Trustee of a Certificated Security, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:

      (I) so long as the Securities are Restricted Securities, certification, in
      the form set forth in Exhibit C, that such Certificated Security (A) is
      being transferred to a QIB in accordance with Rule 144A under the
      Securities Act or (B) is being transferred pursuant to and in compliance
      with Rule 144 under the Securities Act; and

      (II) written instructions directing the Trustee to make, or to direct the
      Registrar to make, an adjustment on its books and records with respect to
      such Global Security to reflect an increase in the aggregate principal
      amount of the Securities represented by the Global Security, such
      instructions to contain information regarding the Depositary account to be
      credited with such increase, then the Trustee shall cancel such
      Certificated Security and cause, or direct the Registrar to cause, in
      accordance with the standing instructions and procedures existing between
      the Depositary and the Registrar, the aggregate principal amount of
      Securities represented by the Global Security to be increased by the
      aggregate principal amount of the Certificated Security to be exchanged,
      and shall credit or cause to be credited to the account of the person
      specified in such instructions a beneficial interest in the Global
      Security equal to the principal amount of the Certificated Security so
      cancelled. If no Global Securities are then outstanding, the Company shall
      issue and the Trustee shall authenticate, upon written order of the
      Company in the form of an Officers' Certificate, a new Global Security in
      the appropriate principal amount.

      (b) Subject to the succeeding Section 2.12(c), every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of an opinion of counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit C, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

      (c) The restrictions imposed by the Legend upon the transferability of any
Security shall cease and terminate when such Security has been sold pursuant to
an effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in


                                       19
<PAGE>
accordance with their terms or shall have terminated may, upon a surrender of
such Security for exchange to the Registrar in accordance with the provisions of
this Section 2.12 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or any
successor provision, by an opinion of counsel having substantial experience in
practice under the Securities Act and otherwise reasonably acceptable to the
Company, addressed to the Company and in form acceptable to the Company, to the
effect that the transfer of such Security has been made in compliance with Rule
144 or such successor provision), be exchanged for a new Security, of like tenor
and aggregate principal amount, which shall not bear the Legend. The Company
shall inform the Trustee of the effective date of any registration statement
registering the Securities under the Securities Act. The Trustee shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel or registration statement.

      (d) As used in the preceding two paragraphs of this Section 2.12, the term
"transfer" encompasses any sale, pledge, transfer, loan, hypothecation, or other
disposition of any Security.

      (e) The provisions of this clause (e) shall apply only to Global
Securities:

      (1)   Notwithstanding any other provisions of this Indenture or the
            Securities, a Global Security shall not be exchanged in whole or in
            part for a Security registered in the name of any person other than
            the Depositary or one or more nominees thereof, provided that a
            Global Security may be exchanged for Securities registered in the
            names of any person designated by the Depositary in the event that
            (i) the Depositary has notified the Company that it is unwilling or
            unable to continue as Depositary for such Global Security or such
            Depositary has ceased to be a "clearing agency" registered under the
            Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
            and a successor Depositary is not appointed by the Company within 90
            days or (ii) an Event of Default has occurred and is continuing with
            respect to the Securities. Any Global Security exchanged pursuant to
            clause (i) above shall be so exchanged in whole and not in part, and
            any Global Security exchanged pursuant to clause (ii) above may be
            exchanged in whole or from time to time in part as directed by the
            Depositary. Any Security issued in exchange for a Global Security or
            any portion thereof shall be a Global Security; provided that any
            such Security so issued that is registered in the name of a person
            other than the Depositary or a nominee thereof shall not be a Global
            Security.

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


                                       20
<PAGE>
            interest coupons, shall have an aggregate principal amount equal to
            that of such Global Security or portion thereof to be so exchanged,
            shall be registered in such names and be in such authorized
            denominations as the Depositary shall designate and shall bear the
            applicable legends provided for herein. Any Global Security to be
            exchanged in whole shall be surrendered by the Depositary to the
            Trustee, as Registrar. With regard to any Global Security to be
            exchanged in part, either such Global Security shall be so
            surrendered for exchange or, if the Trustee is acting as custodian
            for the Depositary or its nominee with respect to such Global
            Security, the principal amount thereof shall be reduced, by an
            amount equal to the portion thereof to be so exchanged, by means of
            an appropriate adjustment made on the records of the Trustee. Upon
            any such surrender or adjustment, the Trustee shall authenticate and
            deliver the Security issuable on such exchange to or upon the order
            of the Depositary or an authorized representative thereof.

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

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

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


                                       21
<PAGE>
      Section 2.13. CUSIP Numbers. The Company may issue the Securities with one
or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

      Section 2.14. Ranking. The indebtedness of the Company arising under or in
connection with this Indenture and every outstanding Security issued under this
Indenture from time to time constitutes and will constitute a senior unsecured
general obligation of the Company, ranking equally with other existing and
future senior unsecured Indebtedness of the Company and ranking senior in right
of payment to any future Indebtedness of the Company that is expressly made
subordinate to the Securities by the terms of such Indebtedness. For purposes of
this Section 2.14 only, "INDEBTEDNESS" means, without duplication, the principal
or face amount of (i) all obligations for borrowed money, (ii) all obligations
evidenced by debentures, notes or other similar instruments, (iii) all
obligations in respect of letters of credit or bankers acceptances or similar
instruments (or reimbursement obligations with respect thereto), (iv) all
obligations to pay the deferred purchase price of property or services, (v) all
obligations as lessee that are capitalized in accordance with generally accepted
accounting principles, and (vi) all Indebtedness of others guaranteed by the
Company or any of its Subsidiaries or for which the Company or any of its
Subsidiaries is legally responsible or liable (whether by agreement to purchase
indebtedness of, or to supply funds or to invest in, others).

                                   ARTICLE 3
                            REDEMPTION AND PURCHASES

      Section 3.01. Company's Right To Redeem; Notices To Trustee. Prior to May
5, 2008, the Securities will not be redeemable at the Company's option.
Beginning on May 5, 2008, if, for at least 20 Trading Days in the period of 30
consecutive Trading Days ending on the Trading Day immediately preceding the
date of mailing of the notice of redemption pursuant to Section 3.03, the Sale
Price of the Common Stock shall have exceeded 130% of the Conversion Price in
effect on the last Trading Day of such period, the Company, at its option, may
redeem the Securities in accordance with the provisions of this Section 3.01 and
Section 5 of the Securities for cash at any time as a whole, or from time to
time in part, at a redemption price (the "REDEMPTION PRICE") equal to the
principal amount of the Securities to be redeemed together in each case with
accrued and unpaid Interest, and accrued and unpaid Liquidated Damages, if any,
on the


                                       22
<PAGE>
Securities redeemed to (but excluding) the Redemption Date. If the Company
elects to redeem Securities pursuant to this Section 3.01 and Section 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date, the
principal amount of Securities to be redeemed and the Redemption Price.

      The Company shall give the notice to the Trustee provided for in this
Section 3.01 by a Company Order at least 30 days (if the Securities are to be
redeemed in full) or at least 40 days (if the Securities are to be redeemed in
part), but not more than 60 days before the Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee).

      Section 3.02. Selection Of Securities To Be Redeemed. If less than all of
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed from
the outstanding Securities not previously called for redemption, by lot, on a
pro rata basis or by another method the Trustee considers fair and appropriate
(so long as such method is not prohibited by the rules of any stock exchange on
which the Securities are then listed). The Trustee shall make the selection of
the Securities or portions of the Securities to be redeemed and shall notify the
Company of such selection within three Business Days after it receives the
notice provided for in Section 3.01 from outstanding Securities not previously
called for redemption.

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

      Securities and portions of Securities that are to be redeemed are
convertible, pursuant to Section 10.01(a), by the Holder until the close of
business on the Business Day prior to the Redemption Date. If any Security
selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Securities that have been converted during a
selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection.

      Section 3.03. Notice Of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Securities to be redeemed.

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

      (1)   the Redemption Date;


                                       23
<PAGE>
      (2)   the Redemption Price;

      (3)   the Conversion Rate on the date of such notice;

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

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

      (6)   that Holders who want to convert their Securities must satisfy the
            requirements set forth in Article 10 hereof;

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

      (8)   if fewer than all of the outstanding Securities are to be redeemed,
            the certificate numbers, if any, and principal amounts of the
            particular Securities to be redeemed;

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

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

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense, provided that the Company
makes such request at least seven Business Days prior to the date by which such
notice of redemption must be given to Holders in accordance with this Section
3.03.

      Section 3.04. Effect Of Notice Of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Securities that are converted in accordance with the terms of this Indenture. If
the Company has complied with the deposit requirement of Section 3.05, from and
after the Redemption Date, Securities called for redemption shall cease to be
outstanding and shall no longer accrue Interest or Liquidated Damages, if any,
and the Holders thereof shall only be entitled to receive the Redemption Price
with respect to such Securities. Upon surrender to the Paying Agent, such
Securities shall be paid at the Redemption Price stated in the notice.

      Section 3.05. Deposit Of Redemption Price. Prior to 11:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them


                                       24
<PAGE>
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 10. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

      Section 3.06. Securities Redeemed In Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered.

      Section 3.07. [Reserved]

      Section 3.08. Purchase Of Securities At Option Of The Holder Upon Change
Of Control. (a) If a Change of Control has occurred, all or any portion of the
outstanding Securities of any Holder equal to $1,000 or an integral multiple of
$1,000, not previously called for redemption, shall be purchased by the Company,
at the option of the Holder thereof, at a purchase price equal to the principal
amount of those Securities, plus accrued and unpaid Interest and accrued and
unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL
PURCHASE PRICE"), to but not including the purchase date selected by the Company
(the "CHANGE OF CONTROL PURCHASE DATE") that is a Business Day not less than 25
nor more than 40 Business Days after the Company Notice Date (as defined in
Section 3.08(b)), subject to satisfaction by or on behalf of the Holder of the
requirements set forth in Section 3.08(c).

      (b) No later than 30 days after the occurrence of a Change of Control, the
Company shall mail a written notice of the Change of Control by first class mail
to the Trustee and to each Holder (and to beneficial owners as required by
applicable law), which notice shall comply with the requirements of Section
3.09(d) (the "COMPANY NOTICE"). As used in this Indenture, the "COMPANY NOTICE
DATE" means the date on which the Company sends the Company Notice.

      (c) A Holder may exercise its rights specified in Section 3.08(a) upon
delivery of a written notice of purchase (a "CHANGE OF CONTROL PURCHASE NOTICE")
to the Paying Agent at any time on or prior to the close of business on the
second Business Day immediately preceding the Change of Control Purchase Date
stating:

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


                                       25
<PAGE>
            (ii) the portion of the principal amount of the Security which the
      Holder will deliver to be purchased, which portion must be $1,000 or an
      integral multiple of $1,000;

            (iii) that such Security shall be purchased pursuant to the terms
      and conditions specified in Section 6 of the Securities and in this
      Indenture; and

            (iv) that, in the event the Company elects, pursuant to Section
      3.09, to pay the Change of Control Purchase Price, in whole or in part, in
      shares of Applicable Stock but such portion of the Change of Control
      Purchase Price shall ultimately be paid to such Holder entirely in cash
      because any of the conditions to payment of the Change of Control Purchase
      Price in shares of Applicable Stock are not satisfied prior to the close
      of business on the last day prior to the relevant Change of Control
      Purchase Date, as set forth in Section 3.09, whether such Holder elects
      (i) to withdraw such Change of Control Purchase Notice as to some or all
      of the Securities to which such Change of Control Purchase Notice relates
      (stating the principal amount and certificate numbers, if any, of the
      Securities as to which such withdrawal shall relate), or (ii) to receive
      cash in respect of the entire Change of Control Purchase Price for all
      Securities (or portions thereof) to which such Change of Control Purchase
      Notice relates.

      (d) The delivery of such Security to the Paying Agent with the Change of
Control Purchase Notice (together with all necessary endorsements) at the
offices of the Paying Agent shall be a condition to the receipt by the Holder of
the Change of Control Purchase Price therefor; provided, however, that such
Change of Control Purchase Price shall be so paid pursuant to this Section 3.08
and Section 3.09 only if the Security so delivered to the Paying Agent shall
conform in all respects to the description thereof set forth in the related
Change of Control Purchase Notice.

      (e) If a Holder, in such Holder's Change of Control Purchase Notice and in
any written notice of withdrawal delivered by such Holder pursuant to the terms
of Section 3.12, fails to indicate such Holder's choice with respect to the
election set forth in Section 3.08(c)(iv), such Holder shall be deemed to have
elected to receive cash in respect of the entire Change of Control Purchase
Price for all Securities subject to such Change of Control Purchase Notice in
the circumstances set forth in such Section 3.08(c)(iv).

      (f) The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08 and Section 3.09, a portion of a Security if the principal amount
of such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.


                                       26
<PAGE>
      Section 3.09. Company's Right To Elect Manner Of Payment Change Of Control
Purchase Price For Payment. (a) The Securities to be purchased on any Change of
Control Purchase Date pursuant to Section 3.08 may be paid for, in whole or in
part, at the election of the Company, in U.S. legal tender ("CASH") or shares of
Applicable Stock, or in any combination of cash and shares of Applicable Stock,
subject to the conditions set forth in Sections 3.09(c) and Section 3.09(d).
Each Holder whose Securities are purchased pursuant to Section 3.08 shall
receive the same percentage of cash or shares of Applicable Stock in payment of
the Change of Control Purchase Price for such Securities, except as provided in
Section 3.09(c)(i) with regard to the payment of cash in lieu of fractional
shares of Applicable Stock. The Company may not change its election with respect
to the consideration (or components or percentages of components thereof) to be
paid once the Company has given its Company Notice to Holders, unless, as set
forth in Section 3.09(c)(ii), the Company fails to satisfy any condition to the
payment of the Change of Control Purchase Price in whole or in part, in shares
of Applicable Stock, in which case the Change of Control Purchase Price shall be
paid in cash.

      (b) Purchase with Cash. If the Company does not elect to pay with
Applicable Stock pursuant to Section 3.09(c), the Change of Control Purchase
Price of Securities in respect of which a Change of Control Purchase Notice
pursuant to Section 3.08(c) has been given shall be paid in cash.

      (c) Payment by Delivery of Shares of Applicable Stock. At the option of
the Company, the Change of Control Purchase Price of Securities in respect of
which a Change of Control Purchase Notice pursuant to Section 3.08(c) has been
given, or a specified percentage thereof, may be paid by the Company by the
delivery of a number of shares of Applicable Stock equal to the quotient
obtained by dividing (x) the portion of the Change of Control Purchase Price to
be paid in shares of Applicable Stock by (y) the Market Price determined by the
Company, subject to clause (ii) below.

            (i) No Fractional Shares. The Company will not issue fractional
      shares of Applicable Stock in payment of the Change of Control Purchase
      Price. Instead, the Company will pay cash for all fractional shares based
      on the Market Price of the Applicable Stock. For purposes of determining
      the existence of potential fractional shares, all Securities subject to
      purchase by the Company held by a Holder shall be considered together (no
      matter how many separate certificates are presented).

            (ii) Conditions to Delivery of Applicable Stock. The Company's right
      to satisfy the Change of Control Purchase Price through the delivery of
      shares of Applicable Stock shall be conditioned upon:

                  (1) the Company's not having given its Company Notice of an
            election to pay entirely in cash and


                                       27
<PAGE>
            its giving of timely Company Notice of an election to purchase all
            or a specified percentage of the Securities with shares of
            Applicable Stock as provided herein;

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

                  (3) the approval for listing of such shares of Applicable
            Stock on a United States national securities exchange or the
            approval for quotation of such shares of Applicable Stock in an
            inter-dealer quotation system of any registered United States
            national securities association;

                  (4) any necessary qualification or registration under
            applicable state securities laws or the availability of an exemption
            from such qualification and registration; and

                  (5) the receipt by the Trustee of an Officers' Certificate and
            an Opinion of Counsel each stating that (A) the terms of the
            issuance of the shares of Applicable Stock are in conformity with
            this Indenture and (B) the shares of Applicable Stock to be issued
            by the Company in payment of the Change of Control Purchase Price in
            respect of Securities have been duly authorized and, when issued and
            delivered pursuant to the terms of this Indenture in payment of the
            Change of Control Purchase Price in respect of the Securities, will
            be validly issued, fully paid and non-assessable and, to the best of
            such counsel's knowledge, free from preemptive rights, and stating
            that the conditions in clauses (1) through (4) above have been
            satisfied. Such Officers' Certificate shall also set forth the
            number of shares of Applicable Stock to be issued for each $1,000
            principal amount of Securities and the Sale Price of a share of
            Applicable Stock on each Trading Day during the period commencing on
            the first Trading Day of the period during which the Market Price is
            calculated and ending on the third Trading Day prior to the
            applicable Change of Control Purchase Date.

      If the foregoing conditions are not satisfied with respect to a Holder or
Holders prior to the close of business on the last day prior to the Change of
Control Purchase Date and the Company has elected to purchase the Securities
pursuant to this Section 3.09 through the issuance of shares of Applicable
Stock,


                                       28
<PAGE>
the Company shall pay the entire Change of Control Purchase Price of the
Securities of such Holder or Holders in cash.

      Upon determination of the actual number of shares of Applicable Stock to
be issued upon repurchase of Securities, the Company shall disseminate a press
release through Dow Jones & Company, Inc. or Bloomberg Business News containing
this information or publish the information on the Company's Web site or through
such other public medium as the Company may use at that time.

      (d) Company Notice Requirements. The "COMPANY NOTICE" shall contain the
following, as applicable:

            (i) In all cases:

                  (1) A brief statement of the events causing the Change of
            Control and the date of such Change of Control;

                  (2) A designation of whether the Company will purchase the
            Securities for cash or shares of Applicable Stock, or, if a
            combination thereof, the percentages of the Change of Control
            Purchase Price that it will pay in cash or shares of Applicable
            Stock;

                  (3) A form of Change of Control Purchase Notice;

                  (4) The date by which the Change of Control Purchase Notice
            pursuant to this Section 3.08 must be delivered to the Paying Agent
            in order for a Holder to exercise the repurchase rights, which shall
            be the second Business Day prior to the Change of Control Purchase
            Date;

                  (5) The Change of Control Purchase Date;

                  (6) The Change of Control Purchase Price and the Conversion
            Rate as of the date of the Company Notice;

                  (7) The name and address of the Paying Agent and the
            Conversion Agent;

                  (8) A statement that Securities as to which a Change of
            Control Purchase Notice has been given may be converted if they are
            otherwise convertible only in accordance with Article 10 hereof and
            Section 8 of the


                                       29
<PAGE>
            Securities if the applicable Change of Control Purchase Notice has
            been irrevocably withdrawn prior to the close of business on the
            Business Day immediately preceding the Change of Control Purchase
            Date in accordance with the terms of this Indenture;

                  (9) A statement that Securities must be surrendered to the
            Paying Agent to collect payment;

                  (10) A statement that the Change of Control Purchase Price for
            any Security as to which a Change of Control Purchase Notice has
            been given and not withdrawn will be paid promptly following the
            later of the Change of Control Purchase Date and the time of
            surrender of such Security as described in (9) above;

                  (11) A brief statement of the procedures the Holder must
            follow to exercise its rights under Section 3.08;

                  (12) A brief statement of the conversion rights with respect
            to the Securities, which may be by reference to Article 10 of this
            Indenture;

                  (13) A brief statement of the timing for withdrawing a Change
            of Control Purchase Notice or submitting a conditional withdrawal
            pursuant to the terms of Section 3.08(c)(iv) or Section 3.12;

                  (14) A statement that, unless the Company defaults in making
            payment on Securities for which a Change of Control Purchase Notice
            has been submitted, Interest or Liquidated Damages, if any, on such
            Securities will cease to accrue on and after the Change of Control
            Purchase Date; and

                  (15) the CUSIP number of the Securities.

            (ii) In the event the Company has elected to pay the Change of
      Control Purchase Price (or a specified percentage thereof) with shares of
      Applicable Stock, the Company Notice shall state, in addition to the items
      specified in 3.09(d)(i):

                  (1) that each Holder will receive a number of shares of
            Applicable Stock equal to the quotient obtained by dividing (i) the
            portion of the Change of Control Purchase Price to be paid in shares
            of Applicable


                                       30
<PAGE>
            Stock, by (ii) the Market Price (except any cash amount to be paid
            in lieu of fractional shares);

                  (2) briefly, the definition of Market Price under this
            Indenture as it relates to the shares of Applicable Stock; and

                  (3) state that because the Market Price of shares of
            Applicable Stock will be determined prior to the Change of Control
            Purchase Date, Holders of the Securities will bear the market risk
            with respect to the value of the shares of Applicable Stock to be
            received from the date such Market Price is determined to the Change
            of Control Purchase Date.

            (iii) At the Company's request, the Trustee shall give such Company
      Notice in the Company's name and at the Company's expense, if, at least
      three Business Days before the applicable Company Notice Date, the Company
      shall have delivered an Officers' Certificate to the Trustee specifying
      the information required by Section 3.9(d) in the Company Notice.

      Section 3.10. Covenants of the Company. All shares of Common Stock
delivered upon purchase of the Securities shall be newly issued shares or
treasury shares, shall be duly authorized, validly issued, fully paid and
nonassessable, and shall be free from preemptive rights and free of any lien or
adverse claim.

      Section 3.11. Taxes. If a Holder of a purchased Security is paid in shares
of Applicable Stock, the Company shall pay any documentary, stamp or similar
issue or transfer tax due on such issue of Applicable Stock; provided that the
Holder shall pay any such tax which is due because the Holder requests the
Applicable Stock to be issued in a name other than the Holder's name. The Paying
Agent may refuse to deliver the certificates representing the shares of
Applicable Stock being issued in a name other than the Holder's name until the
Paying Agent receives a sum sufficient to pay any tax that will be due because
the shares of Applicable Stock are to be issued in a name other than the
Holder's name. Nothing herein shall preclude any income tax withholding required
by law or regulations.

      Section 3.12. Effect Of Change Of Control Purchase Notice. (a) Upon
receipt by the Paying Agent of the Change of Control Purchase Notice specified
in Section 3.08(c), and regardless of whether the Security in respect of which
the Change of Control Purchase Notice was given is delivered to the Paying
Agent, the Holder of the Security in respect of which such Change of Control
Purchase Notice was given shall (unless such Change of Control Purchase Notice
is withdrawn as specified in the following two paragraphs) thereafter be
entitled


                                       31
<PAGE>
solely to receive the Change of Control Purchase Price with respect to such
Security. Such Change of Control Purchase Price shall be paid to such Holder,
subject to receipts of funds and/or securities by the Paying Agent, promptly
following the later of (x) the Change of Control Purchase Date with respect to
such Security and (y) the time of delivery of such Security to the Paying Agent
by the Holder thereof in the manner required by Section 3.08. Securities in
respect of which a Change of Control Purchase Notice has been given by the
Holder thereof may not be converted pursuant to Article 10 hereof on or after
the date of the delivery of such Change of Control Purchase Notice unless such
Change of Control Purchase Notice has first been validly and irrevocably
withdrawn as specified in the following two paragraphs.

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

      (1)   the certificate number, if any, of the Security in respect of which
            such notice of withdrawal is being submitted,

      (2)   the principal amount of the Security with respect to which such
            notice of withdrawal is being submitted, and

      (3)   the principal amount, if any, of such Security which remains subject
            to the original Change of Control Purchase Notice and which has been
            or will be delivered for purchase by the Company.

      (c) A written notice of withdrawal of a Change of Control Purchase Notice
may be in the form (i) set forth in Section 3.12(b), (ii) of a conditional
withdrawal contained in a Change of Control Purchase Notice pursuant to the
terms of Section 3.08(c)(iv) or (iii) a conditional withdrawal in a written
notice of withdrawal delivered to the Paying Agent as set forth in Section
3.12(b) that also contains the information set forth in Section 3.08(c)(iv).

      (d) There shall be no purchase of any Securities pursuant to Section 3.08
if there has occurred (prior to, on or after the giving, by the Holders of such
Securities, of the required Change of Control Purchase Notice) and is continuing
an Event of Default (other than a default in the payment of the Change of
Control Purchase Price with respect to such Securities). The Paying Agent will
promptly return to the respective Holders thereof any Securities (x) with
respect to which a Change of Control Purchase Notice has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance of an
Event of Default (other than a default in the payment of the Change of Control
Purchase Price with respect to such Securities) in which case, upon such return,
the Change of Control Purchase Notice with respect thereto shall be deemed to
have been withdrawn.


                                       32
<PAGE>
      (e) The Paying Agent shall promptly notify the Company of the receipt by
it of any Change of Control Purchase Notice or written withdrawal thereof.

      Section 3.13. Deposit Of Change Of Control Purchase Price. Prior to 11:00
a.m. (local time in the City of New York) on the Business Day following the
Change of Control Purchase Date, the Company shall deposit with the Trustee or
with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 2.04) an amount of cash (in immediately available funds
if deposited on such Business Day) or Applicable Stock, if permitted hereunder,
sufficient to pay the aggregate Change of Control Purchase Price of all the
Securities or portions thereof that are to be purchased as of the Change of
Control Purchase Date. Upon such deposit, Securities being purchased shall cease
to be outstanding and shall no longer accrue interest or Liquidated Damages, if
any, and the Holders thereof shall only be entitled to receive the Change of
Control Purchase Price with respect to such Securities. Upon surrender to the
Paying Agent, such Securities shall be paid at the Change of Control Purchase
Price.

      If the Company has elected to pay the Change of Control Purchase Price in
Applicable Stock, as soon as practicable after the Change of Control Purchase
Date the Company shall deliver to each Holder entitled to receive shares of
Applicable Stock through the Paying Agent, a certificate for the number of full
shares of Applicable Stock issuable in payment of the Change of Control Purchase
Price and cash in lieu of any fractional interests. The person in whose name the
certificate for the shares of Applicable Stock is registered shall be treated as
a holder of record of Applicable Stock on the Business Day following the Change
of Control Purchase Date. No payment or adjustment will be made for dividends on
the shares of Applicable Stock the record date for which occurred on or prior to
the Change of Control Purchase Date.

      Section 3.14. Securities Purchased In Part. Any Certificated Security
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered which is not
purchased.

      Section 3.15. Covenant To Comply With Securities Laws Upon Purchase Of
Securities. When complying with the provisions of Section 3.08 hereof (provided
that such offer or purchase constitutes an "issuer tender offer" for purposes of
Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Exchange Act at the time of such offer or purchase),


                                       33
<PAGE>
and subject to any exemptions available under applicable law, the Company shall
(i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report) under the Exchange Act, and (iii) otherwise comply with all Federal
and state securities laws so as to permit the rights and obligations under
Section 3.08 to be exercised in the time and in the manner specified in Sections
3.08.

      Section 3.16. Repayment To The Company. The Trustee and the Paying Agent
shall return to the Company any cash or shares of Applicable Stock that remain
unclaimed as provided in Section 8.02 hereof, together with interest or
dividends, if any, thereon, held by them for the payment of the Change of
Control Purchase Price; provided, however, that to the extent that the aggregate
amount of cash or shares of Applicable Stock deposited by the Company pursuant
to Section 3.13 exceeds the aggregate Change of Control Purchase Price of the
Securities or portions thereof which the Company is obligated to purchase as of
the Change of Control Purchase Date, then, unless otherwise agreed in writing
with the Company, promptly after the Business Day following the Change of
Control Purchase Date, the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon.

                                   ARTICLE 4
                                    COVENANTS

      Section 4.01. Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash in immediately
available funds or shares of Applicable Stock to be given to the Trustee or
Paying Agent, shall be deposited with the Trustee or Paying Agent by 11:00 a.m.,
New York City time, by the Company. The principal amount of, and Interest and
Liquidated Damages, if any, on the Securities, and the Redemption Price and the
Change of Control Purchase Price shall be considered paid on the applicable date
due if on such date (or, in the case of Change of Control Purchase Price, on the
Business Day following the applicable Change of Control Purchase Date) the
Trustee or the Paying Agent holds, in accordance with this Indenture, cash or
securities, if permitted hereunder, sufficient to pay all such amounts then due.

      Section 4.02. SEC And Other Reports. The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the


                                       34
<PAGE>
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of 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 conclusively on Officers'
Certificates).

      Section 4.03. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending in December, 2003) an Officers'
Certificate, stating whether or not to the knowledge of the signers thereof, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

      Section 4.04. Further Instruments And Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

      Section 4.05. Maintenance Of Office Or Agency. The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of U.S. Bank National Association located at
c/o U.S. Bank Trust National Association, 100 Wall Street, Suite 1600, New York,
NY 10005, Attention: Corporate Trust Services, shall initially be such office or
agency for all of the aforesaid purposes. The Company shall give prompt written
notice to the Trustee of the location, and of any change in the location, of any
such office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 11.02.


                                       35
<PAGE>
      The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes.

      Section 4.06. Delivery Of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock issued upon conversion thereof, or in
accordance with Section 3.08(c), the Company will promptly furnish or cause to
be furnished Rule 144A Information (as defined below) to such Holder or any
beneficial owner of Securities or holder or beneficial owner of shares of Common
Stock, or to a prospective purchaser of any such security designated by any such
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with the
resale of any such security. "RULE 144A INFORMATION" shall be such information
as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

      Section 4.07. Registration Rights. The Company shall use its best efforts
to effect the registration with the SEC of the Securities and the Common Stock
issuable upon conversion of the Securities in the manner and pursuant to the
terms of the Registration Rights Agreement.

      Section 4.08. Liquidated Damages Notice. In the event that the Company is
required to pay Liquidated Damages to holders of Securities pursuant to the
Registration Rights Agreement, the Company will provide written notice
("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen days prior to the payment date for the Liquidated
Damages, and the Liquidated Damages Notice shall set forth the amount of
Liquidated Damages to be paid by the Company on such payment date. The Trustee
shall not at any time be under any duty to any holder of Securities to determine
the Liquidated Damages, or with respect to the nature, extent or calculation of
the amount of Liquidated Damages when made, or with respect to the method
employed in such calculation of the Liquidated Damages. Unless and until the
Trustee shall receive a Liquidated Damages Notice, the Trustee may assume
without inquiry that no Liquidated Damages are payable.


                                       36
<PAGE>
                                   ARTICLE 5
                                SUCCESSOR PERSON

      Section 5.01. When Company May Merge Or Transfer Assets. The Company shall
not consolidate with or merge with or into any other Person or convey, transfer,
sell, lease or otherwise dispose of all or substantially all of its properties
and assets to any Person, unless:

            (a) either (1) the Company shall be the continuing corporation or
      (2) the Person (if other than the Company) formed by such consolidation or
      into which the Company is merged or the Person that acquires by
      conveyance, transfer or lease all or substantially all of the properties
      and assets of the Company (i) shall be organized and validly existing
      under the laws of the United States or any State thereof or the District
      of Columbia and (ii) shall expressly assume, by an indenture supplemental
      hereto, executed and delivered to the Trustee, in form reasonably
      satisfactory to the Trustee, all of the obligations of the Company under
      the Securities and this Indenture;

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

            (c) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture, comply with this Article 5 and that all
      conditions precedent herein provided for relating to such transaction have
      been satisfied.

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

      The successor Person formed by such consolidation or into which the
Company is merged or the successor Person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture, the Company shall be discharged from all obligations and covenants


                                       37
<PAGE>
under this Indenture and the Securities. Subject to Section 9.06, the Company,
the Trustee and the successor Person shall enter into a supplemental indenture
to evidence the succession and substitution of such successor Person and such
discharge and release of the Company.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

      Section 6.01. Events Of Default. So long as any Securities are
outstanding, each of the following shall be an "EVENT OF DEFAULT":

            (1) following the exercise by the Holder of the right to convert a
      Security in accordance with Article 10 hereof, the Company (x) fails to
      deliver the cash, if any, required to be delivered as part of the
      applicable Conversion Settlement Distribution on the applicable Conversion
      Settlement Date and such failure continues for ten days or (y) fails to
      deliver the Common Stock required to be delivered as part of the
      applicable Conversion Settlement Distribution as required pursuant to
      Section 10.02(d)(ii);

            (2) the Company defaults in its obligation to repurchase any
      Security, or any portion thereof, upon the exercise by the Holder of such
      Holder's right to require the Company to purchase such Securities pursuant
      to and in accordance with Section 3.08 hereof;

            (3) the Company defaults in its obligation to redeem any Security,
      or any portion thereof, called for redemption by the Company pursuant to
      and in accordance with Section 3.01 hereof.

            (4) the Company defaults in the payment of the principal amount of
      any Security when the same becomes due and payable at its Stated Maturity
      or the payment of any portion of the principal amount of any Security,
      when the same becomes due and payable;

            (5) the Company defaults in the payment of any Interest or
      Liquidated Damages when due and payable, and continuance of such default
      for a period of 30 days;

            (6) the Company fails to comply with any of its agreements or
      covenants in the Securities or this Indenture (other than those referred
      to in clause (1) through clause (5) above) and such failure continues for
      60 days after receipt by the Company of a Notice of Default;

            (7) a failure to pay when due at maturity or a default, event of
      default or other similar condition or event (however described) that
      results in the acceleration of maturity of any indebtedness for borrowed
      money of the Company or any Designated Subsidiary (other than Maxtor
      Technology


                                       38
<PAGE>
      (Suzhou) Co., Ltd., to the extent it would otherwise qualify as a
      Designated Subsidiary under this Indenture) in an aggregate amount of $25
      million or more, unless the acceleration is rescinded, stayed or annulled
      within 30 days after receipt by the Company of a Notice of Default;
      provided, however, that the occurrence of an early amortization event (and
      any resulting events) under any receivables securitization program entered
      into from time to time among the Company, it wholly-owned special purpose
      Subsidiaries (a "SECURITIZATION SUBSIDIARY") and financial institutions
      will not constitute an Event of Default; provided further that
      notwithstanding the foregoing, any early amortization event that requires
      the Company to repurchase for cash in an aggregate amount of $25 million
      or more receivables from a Securitization Subsidiary that arises as a
      result of an intentional misrepresentation by the Company at the time of
      the initial sale of such receivables by the Company to such Securitization
      Subsidiary shall be an Event of Default, unless such repurchase is
      rescinded or annulled within 30 days after receipt by the Company of a
      Notice of Default;

            (8) the entry by a court having jurisdiction in the premises of (i)
      a decree or order for relief in respect of the Company or any of its
      Subsidiaries that is a Designated Subsidiary or any group of two or more
      Subsidiaries that, taken as a whole, would constitute a Designated
      Subsidiary, in an involuntary case or proceeding under any applicable
      bankruptcy, insolvency, reorganization or other similar law or (ii) a
      decree or order adjudging the Company or any of its Subsidiaries that is a
      Designated Subsidiary or any group of two or more Subsidiaries that, taken
      as a whole, would constitute a Designated Subsidiary, a bankrupt or
      insolvent, or approving as properly filed a petition seeking
      reorganization, arrangement, adjustment or composition of or in respect of
      the Company or any of its Subsidiaries that is a Designated Subsidiary or
      any group of two or more Subsidiaries that, taken as a whole, would
      constitute a Designated Subsidiary, under any applicable law, or
      appointing a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 60 consecutive days; and

            (9) the commencement by the Company or any of its Subsidiaries that
      is a Designated Subsidiary or any group of two or more Subsidiaries that,
      taken as a whole, would constitute a Designated Subsidiary, of a voluntary
      case or proceeding under any applicable bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to
      be adjudicated a bankrupt or insolvent, or the consent by the Company or
      any of its Subsidiaries that is a Designated Subsidiary or any group of
      two or more Subsidiaries that, taken as a whole, would constitute a
      Designated Subsidiary, to the entry of a decree or order for relief in
      respect of the


                                       39
<PAGE>
      Company or any of its Subsidiaries that is a Designated Subsidiary or any
      group of two or more Subsidiaries that, taken as a whole, would constitute
      a Designated Subsidiary, in an involuntary case or proceeding under any
      applicable bankruptcy, insolvency, reorganization or other similar law or
      to the commencement of any bankruptcy or insolvency case or proceeding
      against the Company, or the filing by the Company or any of its
      Subsidiaries that is a Designated Subsidiary or any group of two or more
      Subsidiaries that, taken as a whole, would constitute a Designated
      Subsidiary, of a petition or answer or consent seeking reorganization or
      relief under any applicable law, or the consent by the Company to the
      filing of such petition or to the appointment of or the taking possession
      by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
      other similar official of the Company or of any substantial part of its
      property, or the making by the Company or any of its Subsidiaries that is
      a Designated Subsidiary or any group of two or more Subsidiaries that,
      taken as a whole, would constitute a Designated Subsidiary, of an
      assignment for the benefit of creditors, or the admission by the Company
      or any of its Subsidiaries that is a Designated Subsidiary or any group of
      two or more Subsidiaries that, taken as a whole, would constitute a
      Designated Subsidiary, in writing of its inability to pay its debts
      generally as they become due, or the taking of corporate action by the
      Company or any of its Subsidiaries that is a Designated Subsidiary or any
      group of two or more Subsidiaries that, taken as a whole, would constitute
      a Designated Subsidiary, expressly in furtherance of any such action.

      For the avoidance of doubt, clauses (6) and (7) above shall not constitute
an Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities at the time
outstanding notify the Company and the Trustee, of such default and the Company
does not cure such default (and such default is not waived) within the time
specified in clauses (6) and (7) above after actual receipt of such notice. Any
such notice must specify the default, demand that it be remedied and state that
such notice is a "NOTICE OF DEFAULT."

      The Trustee shall, within 90 days of the occurrence of an Event of
Default, give to the Holders of the Securities notice of all uncured Events of
Defaults known to it and written notice of any event which with the giving of
notice or the lapse of time, or both, would become an Event of Default, its
status and what action the Company is taking or proposes to take with respect
thereto; provided, however, the Trustee shall be protected in withholding such
notice if it, in good faith, determines that the withholding of such notice is
in the best interest of such Holders, except in the case of an Event of Default
specified in clauses (1) through (5) of this Section 6.01.

      Section 6.02. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.01(8) or 6.01(9)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate


                                       40
<PAGE>
principal amount of the Securities at the time outstanding by notice to the
Company and the Trustee, may declare the principal amount of the Securities
together with any accrued and unpaid Interest and accrued and unpaid Liquidated
Damages, if any on all the Securities to be immediately due and payable. Upon
such a declaration, such accelerated amount shall be due and payable
immediately. If an Event of Default specified in Section 6.01(8) or 6.01(9)
occurs and is continuing, the principal amount of the Securities together with
any accrued and unpaid Interest and accrued and unpaid Liquidated Damages, if
any, on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
principal amount of the Securities and any accrued and unpaid Interest, and
accrued and unpaid Liquidated Damages, if any, that have become due solely as a
result of acceleration and if all amounts due to the Trustee under Section 7.07
have been paid. No such rescission shall affect any subsequent Event of Default
or impair any right consequent thereto.

      For the avoidance of doubt, nothing in this Indenture is intended to
provide creditor rights for amounts in excess of the principal amount of any
Security, plus accrued and unpaid Interest and Liquidated Damages, if any.

      Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal amount of the Securities and any accrued and unpaid Interest
and accrued and unpaid Liquidated Damages, if any, on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

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

      Section 6.04. Waiver Of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing or past Event of Default and its consequences except (1) an Event of
Default described in Section 6.01 clauses (1) through (5) or (2) an Event of
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Securityholder affected. When an Event of Default is


                                       41
<PAGE>
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Event of Default or impair any consequent right. This Section 6.04 shall
be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

      Section 6.05. Control By Majority. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee is offered indemnity reasonably satisfactory to it.
This Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such
Section 316(a)1(A) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

      Section 6.06. Limitation On Suits. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

            (1) the Holder gives to the Trustee written notice stating that an
      Event of Default is continuing;

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

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

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

            (5) the Holders of a majority in aggregate principal amount of the
      Securities at the time outstanding do not give the Trustee a direction
      inconsistent with the request during such 60-day period.

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

      Section 6.07. Rights Of Holders To Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of the Securities and any accrued and unpaid Interest,
accrued and unpaid Liquidated Damages, if any, in respect of the Securities held
by such Holder, on or after the respective due dates expressed in the Securities
or any Redemption Date or Change of Control Purchase Date, and to convert the


                                       42
<PAGE>
Securities in accordance with Article 10, or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.

      Section 6.08. Collection Suit By Trustee. If an Event of Default described
in Section 6.01(2), 6.01(3) or 6.01(4) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount owing with respect to the Securities and the
amounts provided for in Section 7.07.

      Section 6.09. Trustee May File Proofs Of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal amount of the Securities and any accrued and unpaid
Interest and accrued and unpaid Liquidated Damages, if any, in respect of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any such amount) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

      (a) to file and prove a claim for the whole principal amount of the
Securities and any accrued and unpaid Interest and accrued and unpaid Liquidated
Damages, if any, and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel or any other amounts due the Trustee under
Section 7.07) and of the Holders allowed in such judicial proceeding, and

      (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07.

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


                                       43
<PAGE>
      Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

      FIRST: to the Trustee for amounts due under Section 7.07;

      SECOND: to Securityholders for amounts due and unpaid on the Securities
for the principal amount of the Securities and any accrued and unpaid Interest
and accrued and unpaid Liquidated Damages, if any, as the case may be, ratably,
without preference or priority of any kind, according to such amounts due and
payable on the Securities; and

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

      The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

      Section 6.11 . Undertaking For Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate principal amount of the
Securities at the time outstanding. This Section 6.11 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

      Section 6.12. Waiver Of Stay, Extension Or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount of
the Securities and any accrued and unpaid Interest and accrued and unpaid
Liquidated Damages, if any, on Securities, as contemplated herein, or which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.


                                       44
<PAGE>
                                   ARTICLE 7
                                     TRUSTEE

      Section 7.01. Duties Of Trustee. The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein.

      (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

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

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

            (2)   in the absence of bad faith on its part, the Trustee may
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture, but in the
                  case of any such certificates or opinions which by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture, but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein. This Section 7.01(b) shall be in lieu of
                  Section 315(a) of the TIA and such Section 315(a) is hereby
                  expressly excluded from this Indenture, as permitted by the
                  TIA.

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

      (1)   this Section (c) does not limit the effect of Section 7.01(b);

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

      (3)   the Trustee shall not be liable with respect to any action it takes
            or omits to take in good faith in accordance with a direction
            received by it pursuant to Section 6.05.

      Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and


                                       45
<PAGE>
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

      (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to this Section 7.01.

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

      (f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee (acting in
any capacity hereunder) shall be under no liability for interest on any money
received by it hereunder unless otherwise agreed in writing with the Company.

      Section 7.02 . Rights Of Trustee. Subject to its duties and
responsibilities under the TIA.

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

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

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

      (d) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith which it believes to be authorized or
within its rights or powers conferred under this Indenture;

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

      (f) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of


                                       46
<PAGE>
the Holders, pursuant to the provisions of this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or
thereby;

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

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

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

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

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

      Section 7.03. Individual Rights Of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.

      Section 7.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be


                                       47
<PAGE>
accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

      Section 7.05. Notice Of Defaults. If an Event of Default occurs and if it
is known to the Trustee, the Trustee shall give to each Securityholder notice of
the Event of Default within 90 days after it occurs or, if later, within 15 days
after it is known to the Trustee, unless such Event of Default shall have been
cured or waived before the giving of such notice. Notwithstanding the preceding
sentence, except in the case of an Event of Default described in Section 6.01(1)
and 6.01(2), the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interest of the Securityholders. The preceding sentence shall be in
lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby
expressly excluded from this Indenture, as permitted by the TIA. The Trustee
shall not be deemed to have knowledge of a Event of Default unless a Responsible
Officer of the Trustee has received written notice of such Event of Default,
which notice specifically references this Indenture and the Securities.

      Section 7.06. Reports By Trustee To Holders. Within 75 days after each
December 31 beginning with the December 31 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
December 31 that complies with TIA Section 313(a), if required by such Section
313(a). The Trustee also shall comply with TIA Section 313(b).

      A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company agrees to notify the Trustee promptly
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

      Section 7.07. Compensation And Indemnity. The Company agrees:

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

      (b) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses, advances and disbursements of its agents and


                                       48
<PAGE>
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

      (c) to indemnify the Trustee or any predecessor Trustee and their agents
for, and to hold them harmless against, any loss, damage, claim, liability, cost
or expense (including attorney's fees and expenses, and taxes (other than taxes
based upon, measured by or determined by the income of the Trustee)) incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim (whether asserted by the Company
or any Holder or any other person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

      To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal
amount of, or the Redemption Price, Change of Control Purchase Price, Interest,
or Liquidated Damages, if any, as the case may be, on particular Securities.

      The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of an Event of
Default specified in Section 6.01(8) or 6.01(9), the expenses, including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any bankruptcy law.

      Section 7.08. Replacement Of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate principal amount of the Securities
at the time outstanding may remove the Trustee by so notifying the Trustee and
the Company. The Company shall remove the Trustee if:

      (1)   the Trustee fails to comply with Section 7.10;

      (2)   the Trustee is adjudged bankrupt or insolvent;

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

      (4)   the Trustee otherwise becomes incapable of acting.

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


                                       49
<PAGE>
      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company satisfactory in form and substance to
the retiring Trustee and the Company. Thereupon the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

      If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate principal amount of the Securities at the
time outstanding may petition any court of competent jurisdiction at the expense
of the Company for the appointment of a successor Trustee.

      If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

      Section 7.09. Successor Trustee By Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets (including the administration of the trust
created by this Indenture) to, another corporation, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

      Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee
(or its parent holding company) shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of TIA
Section 310(b).

      Section 7.11. Preferential Collection Of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

      Section 8.01. Discharge Of Liability On Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced or repaid pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable or subject to redemption and
the


                                       50
<PAGE>
Company deposits with the Trustee or the Paying Agent cash and/or, in the case
of a redemption, Applicable Stock, sufficient to pay all amounts due and owing
on all outstanding Securities (other than Securities replaced pursuant to
Section 2.07), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 7.07,
cease to be of further effect. The Trustee shall join in the execution of a
document prepared by the Company acknowledging satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers' Certificate
and Opinion of Counsel and at the cost and expense of the Company.

      Section 8.02. Repayment To The Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years, subject to applicable unclaimed property law. After
return to the Company, Holders entitled to the money or securities must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person and the Trustee and the Paying Agent
shall have no further liability to the Securityholders with respect to such
money or securities for that period commencing after the return thereof.

                                   ARTICLE 9
                                   AMENDMENTS

      Section 9.01. Without Consent Of Holders. The Company and the Trustee may
amend this Indenture or the Securities without the consent of any Securityholder
to:

      (a) add to the covenants of the Company for the benefit of the Holders of
      Securities;

      (b) surrender any right or power herein conferred upon the Company;

      (c) provide for conversion rights of Holders of Securities if any
      reclassification or change of the Common Stock or any consolidation,
      merger or sale of all or substantially all of the Company's assets occurs;

      (d) provide for the assumption of the Company's obligations to the Holders
      of Securities in the case of a merger, consolidation, conveyance, transfer
      or lease pursuant to Article 5 hereof;

      (e) increase the Conversion Rate; provided, however, that such increase in
      the Conversion Rate shall not adversely affect the interests of the
      Holders of Securities (after taking into account tax and other
      consequences of such increase);


                                       51
<PAGE>
      (f) comply with the requirements of the SEC in order to effect or maintain
      the qualification of this Indenture under the TIA;

      (g) make any changes or modifications necessary in connection with the
      registration of the Securities under the Securities Act as contemplated in
      the Registration Rights Agreement; provided, however, that such action
      pursuant to this clause (g) does not, in the good faith opinion of the
      Board of Directors of the Company (as evidenced by a Board Resolution) and
      the Trustee, adversely affect the interests of the Holders of Securities
      in any material respect;

      (h) cure any ambiguity, to correct or supplement any provision herein
      which may be inconsistent with any other provision herein or which is
      otherwise defective, or to make any other provisions with respect to
      matters or questions arising under this Indenture which the Company may
      deem necessary or desirable and which shall not be inconsistent with the
      provisions of this Indenture; provided, however, that such action pursuant
      to this clause (h) does not, in the good faith opinion of the Board of
      Directors of the Company (as evidenced by a Board Resolution) and the
      Trustee, adversely affect the interests of the Holders of Securities in
      any material respect;

      (i) add or modify any other provisions herein with respect to matters or
      questions arising hereunder which the Company and the Trustee may deem
      necessary or desirable and which will not adversely affect the interests
      of the Holders of Securities.

      Section 9.02. With Consent Of Holders. Except as provided below in this
Section 9.02, this Indenture or the Securities may be amended, modified or
supplemented, and noncompliance in any particular instance with any provision of
this Indenture or the Securities may be waived, in each case with the written
consent of the Holders of at least a majority of the principal amount of the
Securities at the time outstanding, or by the adoption of a resolution at a
meeting of Holders at which a quorum is present by at least a majority in
aggregate principal amount of the Notes represented at the meeting, the Company
may modify and amend this Indenture or the Notes and waive noncompliance by the
Company.

      Without the written consent or the affirmative vote of each Holder of
Securities affected thereby, an amendment, supplement or waiver under this
Section 9.02 may not:

      (a) change the maturity of any Security, or the payment date of any
      installment of Interest or Liquidated Damages payable on any Security;


                                       52
<PAGE>
      (b) reduce the principal amount of, or the Interest or Liquidated Damages
      payable on, or the Redemption Price or Change of Control Purchase Price
      of, any Security;

      (c) impair or adversely affect the conversion rights of any Holder of
      Securities;

      (d) change the currency of any amount owed or owing under the Security or
      any Interest or Liquidated Damages thereon from U.S. Dollars;

      (e) alter the manner of calculation or otherwise modify the rate of
      accrual of Interest and Liquidated Damages on, or Redemption Price or
      Change of Control Purchase Price of, any Security, or extend time for
      payment of any amounts due and payable to the Holders of the Securities;

      (f) impair the right of any Holder to institute suit for the enforcement
      of any payment or with respect to, or conversion of, any Security;

      (g) modify the Company's obligation to maintain an office or agency in New
      York pursuant to Section 4.05;

      (h) adversely affect the purchase right of the Holders of the Securities
      as provided in Article 3 or the right of the Holders of the Securities to
      convert any Security as provided in Article 10, except as otherwise
      permitted pursuant to Article 5 or Section 10.05 hereof;

      (i) modify the provisions of Sections 3.01 through 3.06 in a manner
      adverse to the Holders of the Securities;

      (j) modify any of the provisions of this Section, or reduce the percentage
      of the aggregate principal amount of outstanding Securities required to
      amend, modify or supplement the Indenture or the Securities or waive an
      Event of Default, except to provide that certain other provisions of this
      Indenture cannot be modified or waived without the consent of the Holder
      of each outstanding Security affected thereby; or

      (k) reduce the percentage of the aggregate principal amount of the
      outstanding Securities the consent of whose Holders is required for any
      waiver provided for in this Indenture.

      It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.


                                       53
<PAGE>
      After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

      Nothing in this Section 9.02 shall impair the ability of the Company and
the Trustee to amend this Indenture or the Securities without the consent of any
Securityholder to provide for the assumption of the Company's obligations to the
Holders of Securities in the case of a merger, consolidation, conveyance,
transfer or lease pursuant to Article 5 hereof.

      Section 9.03. Compliance With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA.

      Section 9.04. Revocation And Effect Of Consents, Waivers And Actions.
Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a Security hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder's Security,
even if notation of the consent, waiver or action is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent, waiver or
action as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment, waiver or
action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

      Section 9.05. Notation On Or Exchange Of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

      Section 9.06. Trustee To Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

      Section 9.07. Effect Of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this


                                       54
<PAGE>
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10
                                   CONVERSIONS

      Section 10.01. Conversion Privilege. Subject to and upon compliance with
the provisions of this Article 10, a Holder of a Security shall have the right,
at such Holder's option, to convert all or any portion (if the portion to be
converted is $1,000 principal amount or an integral multiple thereof) of such
Security into shares of Common Stock at the Conversion Rate in effect on the
Conversion Date at any time prior to the earlier of, as applicable: (a) the
close of business on the date of the Stated Maturity, and (b) if such Security
has been called for redemption pursuant to Section 3.01, the close of business
on the Business Day preceding the applicable Redemption Date. Notwithstanding
the foregoing, a Security in respect of which a Holder has delivered a Change of
Control Purchase Notice exercising such Holder's option to require the Company
to repurchase such Security may be converted only if such notice is withdrawn in
accordance with Section 3.12 hereof. Notwithstanding any other provision of the
Securities or this Indenture, all Securityholders' rights with respect to
conversion of the Securities and the Company's obligation to deliver shares of
Common Stock upon such conversion (the "CONVERSION OBLIGATION"), are subject, in
their entirety, to the Company's right, in its sole and absolute discretion, to
elect to satisfy such Conversion Obligation in any manner permitted pursuant to
Section 10.03.

      Section 10.02. Conversion Procedure; Conversion Price; Fractional Shares.

      (a) Subject to the Company's rights under Section 10.03, each Security
shall be convertible at the office of the Conversion Agent into fully paid and
nonassessable shares (calculated to the nearest 1/100th of a share) of Common
Stock. The rate at which shares of Common Stock shall be delivered upon
conversion (the "CONVERSION RATE") shall be initially 81.5494 shares of Common
Stock for each $1,000 principal amount of Securities. The Conversion Rate shall
be adjusted in certain instances as provided in Section 10.04 hereof, but shall
not be adjusted for any accrued and unpaid Interest, or Liquidated Damages, if
any. Upon conversion, no payment shall be made by the Company with respect to
any accrued and unpaid Interest, if any. Instead, such amount shall be deemed
paid by the applicable Conversion Settlement Distribution delivered upon
conversion of any Security. In addition, no payment or adjustment shall be made
in respect of dividends on the Common Stock with a record date prior to the date
of conversion. The Company shall not issue any fraction of a share of Common
Stock in connection with any conversion of Securities, but instead shall,
subject to Section 10.04(i) hereof, make a cash payment (calculated to the
nearest cent)


                                       55
<PAGE>
equal to such fraction multiplied by the average of the Sale Price of the Common
Stock on the last five Trading Days prior to the Conversion Settlement Date.

      (b) Before any Holder of a Security shall be entitled to convert the same
into Common Stock, such Holder shall (1) in the case of Global Securities,
comply with the procedures of the Depositary in effect at that time, and in the
case of Certificated Securities, surrender such Securities, duly endorsed to the
Company or in blank, at the office of the Conversion Agent, and (2) give written
notice to the Company in form on reverse of such Certificated Security (a
"NOTICE OF CONVERSION") at said office or place that such Holder elects to
convert the same and shall state in writing therein the principal amount of
Securities to be converted and the name or names (with addresses) in which such
Holder wishes the certificate or certificates for Common Stock included in the
Conversion Settlement Distribution, if any, to be registered.

      Before any such conversion, a Holder also shall pay all taxes or duties,
if any, as provided in Section 10.06 and any amount payable pursuant to Section
10.02(g).

      If more than one Security shall be surrendered for conversion at one time
by the same Holder, the number of full shares of Common Stock, if any, that
shall be deliverable upon conversion as part of the Conversion Settlement
Distribution shall be computed on the basis of the aggregate principal amount of
the Securities (or specified portions thereof to the extent permitted thereby)
so surrendered.

      (c) A Security shall be deemed to have been converted as of the close of
business on the date (the "CONVERSION DATE") that is the latest of (i) the date
the Holder has complied with Section 10.02(b), (ii) the expiration of the Cash
Settlement Notice Period or (iii) if the Company elects to pay cash in lieu of
Common Stock pursuant to Section 10.03, the expiration of the Conversion
Retraction Period.

      (d) Subject to the next succeeding sentence, the Company will, as soon as
practicable following the Conversion Settlement Date, (i) pay the cash component
(including cash in lieu of any fraction of a share to which such Holder would
otherwise be entitled), if any, of the Conversion Settlement Distribution
determined pursuant to Section 10.03 to the Holder of a Security surrendered for
conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be
issued, and deliver to the Conversion Agent or to such Holder, or such Holder's
nominee or nominees, certificates for the number of full shares of Common Stock,
if any, to which such Holder shall be entitled as part of such Conversion
Settlement Distribution. The Company shall not be required to deliver
certificates for shares of Common Stock while the stock transfer books for such
stock or the security register are duly closed for any purpose, but certificates
for shares of Common Stock shall be issued and delivered as soon as practicable
after the opening of such books or security register, and the Person or Persons
entitled to


                                       56
<PAGE>
receive the Common Stock as part of the applicable Conversion Settlement
Distribution upon such conversion shall be treated for all purposes as the
record holder or holders of such Common Stock, as of the close of business on
the applicable Conversion Settlement Date.

      (e) In case any Security shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to or upon
the written order of the Holder of the Security so surrendered, without charge
to such Holder (subject to the provisions of Section 10.06 hereof), a new
Security or Securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Securities.

      (f) By delivering the applicable Conversion Settlement Distribution upon
conversion of any Security to the Conversion Agent or to the Holder or such
Holder's nominee or nominees, the Company will have satisfied in full its
Conversion Obligation with respect to such Security, and upon such delivery
accrued and unpaid Interest with respect to such Security will be deemed to be
paid in full rather than canceled, extinguished or forfeited.

      (g) If a Securityholder delivers a Notice of Conversion after the Interest
Record Date for a payment of Interest but prior to the corresponding Interest
Payment Date, such Securityholder must pay to the Company, at the time such
Securityholder surrenders Securities for conversion, an amount equal to the
Interest, that has accrued and will be paid on the related Interest Payment
Date. This Section 10.02(g) shall not apply to a Securityholder that converts
Securities after an Interest Record Date for a payment of Interest but prior to
the corresponding Interest Payment Date if (1) the Company has specified a
Redemption Date during such period, (2) the Company has specified a Change of
Control Purchase Date during such period or (3) any overdue Interest exists at
the time of conversion with respect to the Securities converted. Notwithstanding
the foregoing, the Company shall refund any amount paid by a Securityholder
pursuant to this section 10.02(f) if the Cash Settlement Notice Period or, if
the Company elects to pay cash in lieu of Common Stock pursuant to Section
10.03, the Cash Settlement Averaging Period, ends on or subsequent to the
Interest Payment Date immediately following the date such Securityholder
delivered a Notice of Conversion. Such refunded amount shall be paid at the time
of delivery of the Conversion Settlement Distribution following conversion of
any Securities.

      Section 10.03. Payment Of Cash In Lieu Of Common Stock.

      (a) If a Holder elects to convert all or any portion of a Security into
shares of Common Stock as set forth in Section 10.01 and the Company receives
such Holder's Notice of Conversion on or prior to the day that is 20 days prior
to the Stated Maturity, or with respect to Securities call for redemption
pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE
DATE"), the Company may choose to satisfy all or any portion of its Conversion
Obligation in


                                       57
<PAGE>
cash. Upon such election, the Company will notify such Holder through the
Trustee of the dollar amount to be satisfied in cash (which must be expressed
either as 100% of the Conversion Obligation or as a fixed dollar amount) at any
time on or before the date that is two Business Days following the Company's
receipt of the Notice of Conversion as specified in Section 10.02 (such period,
the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any
portion of the shares otherwise issuable to the Holder, the Holder may retract
the Notice of Conversion at any time during the two Business Day period
beginning on the day after the final day of the Cash Settlement Notice Period
(the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a
Notice of Conversion shall be irrevocable) if the Company does not elect to
deliver cash in lieu of shares of Common Stock (other than cash in lieu of
fractional shares). With respect to any Notice of Conversion received by the
Company prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION"
for any Security subject to such Notice of Conversion shall consist of cash,
Common Stock or a combination thereof, as selected by the Company as set forth
below:

            (i) if the Company elects to satisfy the entire Conversion
      Obligation in shares of Common Stock, the Conversion Settlement
      Distribution shall be a number of shares equal to (1) the aggregate
      original principal amount at maturity of the Securities to be converted
      divided by 1,000, multiplied by (2) the Conversion Rate; provided that if
      on the date a Holder submits the Notice of Conversion such Holder with
      respect to Transfer Restricted Securities and there exists a Registration
      Default affecting the Common Stock, for purposes of this Section
      10.03(a)(i) and Section 10.03(a)(iii), the Conversion Rate shall be
      multiplied by 1.03;

            (ii) if the Company elects to satisfy the entire Conversion
      Obligation in cash, the Conversion Settlement Distribution shall be cash
      in an amount equal to the product of:

                  (1) a number equal to the product of (x) the aggregate
            principal amount of Securities to be converted divided by 1,000
            multiplied by (y) the Conversion Rate, and

                  (2) the average Sale Price of the Common Stock during the 20
            Trading Days beginning on the Trading Day immediately following the
            final day of the Conversion Retraction Period (the "CASH SETTLEMENT
            AVERAGING PERIOD"); and

            (iii) if the Company elects to satisfy a fixed portion (other than
      100%) of the Conversion Obligation in cash, the Conversion Settlement
      Distribution shall consist of such cash amount ("CASH AMOUNT") and a
      number of shares equal to the greater of (1) zero and (2) the excess, if
      any, of the number of shares calculated as set forth in clause (i) above
      over the number of shares equal to the sum, for each day of the Cash
      Settlement


                                       58
<PAGE>
      Averaging Period, of (x) 5% of the Cash Amount, divided by (y) the Sale
      Price of the Common Stock on such day.

      (b) At any time on or before any Final Notice Date, the Company will
notify the Trustee whether it intends to satisfy all or any portion of the
Conversion Obligation with respect to conversions of Securities for which the
Company receives a Notice of Conversion after such Final Notice Date and the
dollar amount to be satisfied in cash (which must be expressed either as 100% or
as a fixed dollar amount). In such case, the applicable Conversion Settlement
Distribution will be computed in the same manner as set forth in clause (a)
above except that the Cash Settlement Averaging Period shall be the 20 Trading
Days beginning on the first Trading Day following the Company's receipt of the
Notice of Conversion.

      SECTION 10.04. Adjustment of Conversion Rate. The Conversion Rate 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 Rate shall be increased so that the same shall equal the
rate determined by dividing the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,

            (i) the numerator of which shall be the number of shares of the
      Common Stock outstanding at the close of business on the date fixed for
      such determination; and

            (ii) the denominator of which shall be the sum of such number of
      shares and the total number of shares constituting such dividend or other
      distribution,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purpose of this
paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. 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 10.04(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.

      (b) In case the Company shall issue rights (excluding any Rights pursuant
to the Rights Agreement) 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


                                       59
<PAGE>
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 Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Conversion Rate in effect immediately prior to
the date fixed for determination of stockholders entitled to receive such rights
or warrants by a fraction,

            (i) the numerator of which shall be the number of shares of Common
      Stock outstanding at the close of business on the date fixed for
      determination of stockholders entitled to receive such rights or warrants
      plus the number of shares that the aggregate offering price of the total
      number of shares so offered would purchase at such Current Market Price,
      and

            (ii) the denominator of which shall be the number of shares of
      Common Stock outstanding on the date fixed for determination of
      stockholders entitled to receive such rights or 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 or
warrants are issued, and shall become effective immediately after the opening of
business on the day 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 Rate shall be readjusted to the Conversion Rate that 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 Rate shall again be adjusted to be the Conversion Rate that 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 and any amount payable on exercise or conversion thereof, the
value of such consideration, if other than cash, to be determined by the 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 Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes


                                       60
<PAGE>
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

      (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 dividends or distributions to which Section 10.04(a) applies) or
evidences of its indebtedness or assets (including securities, but excluding any
rights or warrants referred to in Section 10.04(b) and excluding any dividend or
distribution (x) paid exclusively in cash or (y) referred to in Section
10.04(a)) (any of the foregoing hereinafter in this Section 10.04(d) called the
"DISTRIBUTED ASSETS"), then, in each such case (unless the Company elects to
reserve such Distributed Assets for distribution to the Holders upon the
conversion of the Securities so that any such holder converting Securities 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 Distributed Assets which
such holder would have received if such holder had converted its Securities into
Common Stock immediately prior to the Record Date (as defined in Section
10.04(h)(iii)) for such distribution of the Distributed Assets), the Conversion
Rate shall be adjusted so that the same shall be equal to the rate determined by
dividing the Conversion Rate in effect on the Record Date with respect to such
distribution by a fraction,

            (i) the numerator of which shall be the Current Market Price per
      share of the Common Stock on such Record Date less the Fair Market Value
      (as determined by the Board of Directors, whose determination shall be
      conclusive, and described in a resolution of the Board of Directors) on
      the Record Date of the portion of the Distributed Assets so distributed
      applicable to one share of Common Stock; and

            (ii) the denominator of which shall be the Current Market Price per
      share of the Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided, however, that in the event (1)
the then Fair Market Value (as so determined) of the portion of the Distributed
Assets so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Common Stock on the Record Date or
(2) the Current Market Price of Common Stock on the Record Date exceeds the then
Fair Market Value (as so determined) of the portion of the Distributed Assets so
distributed applicable to one share of Common Stock by less than $1.00, in lieu
of the foregoing adjustment, adequate provision shall be made so that each
Holder shall have the right to receive upon conversion the amount of Distributed
Assets such holder would have received had such holder converted each Security
on the Record Date. In the event that such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate that


                                       61
<PAGE>
would then be in effect if such dividend or distribution had not been declared.
If the Fair Market Value of any distribution requiring an adjustment pursuant to
this Section 10.04(d) can be determined by reference to the actual or when
issued trading market for any securities, the Board of Directors must determine
the Fair Market Value of such distribution by reference to the prices in such
market over the same period used in computing the Current Market Price of the
Common Stock.

      Rights or warrants distributed by the Company to all holders of Common
Stock (including any Rights pursuant to the Rights Agreement) entitling the
holders thereof to subscribe for or purchase shares of the Company's Capital
Stock (either initially or under certain circumstances), which rights or
warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"):
(i) are deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of Common
Stock, shall be deemed not to have been distributed for purposes of this Section
10.04 (and no adjustment to the Conversion Rate under this Section 10.04 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 Rate shall be made under this
Section 10.04(d). If any such right or warrant, including any such existing
rights or warrants distributed prior to the date of this Indenture, are subject
to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the holders thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 10.04 was made, (1) in the case of any such rights or warrants that
shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion Rate shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder 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 that shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Rate shall be readjusted as if such rights and warrants had not been
issued.

      No adjustment of the Conversion Rate shall be made pursuant to this
Section 10.04(d) in respect of rights or warrants distributed or deemed
distributed


                                       62
<PAGE>
on any Trigger Event to the extent that such rights or warrants are actually
distributed, or reserved by the Company for distribution to holders of
Securities upon conversion by such holders of Securities to Common Stock.

      For purposes of this Section 10.04(d) and Sections 10.04(a) and (b), any
dividend or distribution to which this Section 10.04(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 other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 10.04(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 Rate adjustment required by Sections
10.04(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", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Sections 10.04(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 10.04(a).

      (e) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (an "EXTRAORDINARY CASH DIVIDEND") (excluding
any dividend or distribution in connection with the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary), which
Extraordinary Cash Dividend, together with any cash and the Fair Market Value of
any other consideration payable in respect of any tender or exchange offer for
shares of Common Stock by the Company or one of the Subsidiaries of the Company
made within the preceding 12 months for which no adjustment has been made in the
Conversion Rate, shall exceed the greater of (A) the annualized 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 Rate pursuant to this Section 10.04(e) (as adjusted
to reflect subdivisions, or combinations of the Common Stock), and (B) 5.00% of
the arithmetic average of the Sale Price of the Common Stock during the ten
Trading Days immediately prior to the date of declaration of the Extraordinary
Cash Dividend, then, in such case, the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by dividing the Conversion Rate in
effect immediately prior to the close of business on such Record Date by a
fraction,

            (i) the numerator of which shall be the Current Market Price of the
      Common Stock on the Record Date less the amount of cash so


                                       63
<PAGE>
      distributed (and not excluded as provided above) applicable to one share
      of Common Stock, and

            (ii) the denominator of which shall be such Current Market Price of
      the Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following the Record Date; provided, however, 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 the
Record Date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each Holder shall have the right to receive upon conversion the
amount of cash such holder would have received had such holder converted each
Security on the Record Date. In the event that such dividend or distribution is
not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.

If an adjustment to the Conversion Rate is required to be made pursuant to this
Section 10.04(e) as a result of a distribution that is a quarterly dividend,
such adjustment shall be based on the amount by which such distribution exceeds
the amount of the quarterly cash dividend permitted to be excluded pursuant to
this Section 10.04(e). If an adjustment to the Conversion Rate is required to be
made pursuant to this Section 10.04(e) as a result of a distribution that is not
a quarterly dividend, such adjustment shall be based on the full amount of such
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, whose determination
shall be conclusive and described in a resolution of the Board of 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 last reported Sale Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the Expiration Time by a fraction

            (i) the numerator of which 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


                                       64
<PAGE>
      Common Stock outstanding (less any Purchased Shares) at the Expiration
      Time and the last reported Sale Price of the Common Stock on the Trading
      Day next succeeding the Expiration Time, and

            (ii) the denominator of which shall be the number of shares of
      Common Stock outstanding (including any tendered or exchanged shares) at
      the Expiration Time multiplied by last reported Sale Price of the Common
      Stock on the Trading Day next succeeding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. In the event that the Company is
obligated to 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 Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made.

      (g) In case of a tender or exchange offer made by a Person other than the
Company or any Subsidiary for an amount that 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, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) that as of 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 last reported
Sale 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 is not recommending rejection of the offer, the Conversion Rate shall
be adjusted so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Offer Expiration Time by a
fraction

            (i) the numerator of which 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) at the
      Offer Expiration Time and the last reported Sale Price of the Common Stock
      on the Trading Day next succeeding the Offer Expiration Time, and


                                       65
<PAGE>
            (ii) the denominator of which shall be the number of shares of
      Common Stock outstanding (including any tendered or exchanged shares) at
      the Offer Expiration Time multiplied by the last reported Sale Price of
      the Common Stock on the Trading Day next succeeding the Offer Expiration
      Time,

such adjustment to become effective immediately prior to the opening of business
on the day 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 Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made. Notwithstanding the foregoing, the
adjustment described in this Section 10.04(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 Section 10.05.

      (h) For purposes of this Section 10.04, the following terms shall have the
meaning indicated:

            (i) "CURRENT MARKET PRICE" shall mean the average of the daily Sale
      Prices per share of Common Stock for the ten consecutive Trading Days
      selected by the Company commencing no more than 30 Trading Days before and
      ending not later than the earlier of such date of determination and the
      day before the "ex" date with respect to the issuance, distribution,
      subdivision or combination requiring such computation immediately prior to
      the date in question. For purpose 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 Sale Price was obtained
      without the right to receive such issuance or distribution, and (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.

In the event that another issuance, distribution, subdivision, combination or
tender or exchange offer to which Section 10.04 applies occurs during the period
applicable for calculating "Current Market Price" pursuant to the definition in
the preceding paragraph, "Current Market Price" shall be calculated for such
period in a manner determined by the Board of Directors to reflect the impact of
such issuance, distribution, subdivision, combination or tender or exchange
offer on the Sale Price of the Common Stock during such period.


                                       66
<PAGE>
            (ii) "FAIR MARKET VALUE" shall mean the amount which a willing buyer
      would pay a willing seller in an arm's-length transaction.

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

      (i) The Company may make such increases in the Conversion Rate, in
addition to those required by Sections 10.04(a), (b), (c), (d), (e) or (f) as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock resulting from any distribution; provided,
however, that such increase in the Conversion Rate shall not adversely affect
the interests of the Holders of Securities (after taking into account tax and
other consequences of such increase).

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

      (j) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such rate; provided, however, that any adjustments that by reason of this
Section 10.04 are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article
10 shall be made by the Company and shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be, with one half-cent and
0.005 of a share, respectively, being rounded upward. No adjustment need be made
for rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Company),
no adjustment need be made thereafter as to the cash, assets, property or such
securities.


                                       67
<PAGE>
      (k) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Security at his
last address appearing on the Security register provided for in Section 2.03 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 10.04 provides that an adjustment
shall become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 10.04(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 10.04(b), (4) the Expiration Time for any tender
offer pursuant to Section 10.04(f), or (5) the Offer Expiration Time for a
tender or exchange offer pursuant to Section 10.03(g) (each a "DETERMINATION
DATE"), the Company may elect to defer until the occurrence of the relevant
Adjustment Event (as hereinafter defined) (x) issuing to the holder of any
Security converted after such Determination Date and before the occurrence of
such Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such holder any amount
in cash in lieu of any fraction pursuant to Section 10.04(a). For purposes of
this Section 10.04(k), the term "ADJUSTMENT EVENT" shall mean:

            (i) in any case referred to in clause (1) hereof, the occurrence of
      such event,

            (ii) in any case referred to in clause (2) hereof, the date any such
      dividend or distribution is paid or made,

            (iii) in any case referred to in clause (3) hereof, the date of
      expiration of such rights or warrants, and

            (iv) in any case referred to in clause (4) or clause (5) hereof, the
      date a sale or exchange of Common Stock pursuant to such tender or
      exchange offer is consummated and becomes irrevocable.


                                       68
<PAGE>
      (m) For purposes of this Section 10.04, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

      SECTION 10.05. 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 10.04(c) applies or a change in par value, or from
par value to no par value, or from no par value to par value), (ii) any
consolidation, merger, statutory share exchange or combination of the Company
with another Person as a result of which holders of Common Stock shall be
entitled to receive stock, other 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 substantially
as an entirety to any other Person, in each case as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing Person, as the
case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the TIA as in force at the date of execution of such
supplemental indenture) providing that each Security shall be convertible,
subject to the provisions of Section 10.03, into the kind and amount of shares
of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger, statutory
share exchange, combination, sale or conveyance by a holder of a number of
shares of Common Stock issuable upon conversion of such Securities (assuming,
for such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, statutory share exchange,
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 stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, statutory share exchange,
combination, sale or conveyance (provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, statutory share exchange,
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 10.05 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger, statutory
share exchange, combination, sale or conveyance for each nonelecting share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the nonelecting shares). Such supplemental indenture shall provide for
adjustments


                                       69
<PAGE>
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 10.

      The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Securities, at its address appearing on
the Security register provided for in Section 2.03 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, statutory share exchanges,
combinations, sales and conveyances.

      If this Section 10.05 applies to any event or occurrence, Section 10.04
shall not apply.

      SECTION 10.06. Taxes on Shares Issued. The issue of stock certificates on
conversions of Securities shall be made without charge to the converting Holder
for any 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 Securities converted, and the Company shall not be required to issue or
deliver any such stock certificate unless and until the Person or Persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

      SECTION 10.07. Reservation of Shares, Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock.

      (a) 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 Securities from time to time
as such Securities are presented for conversion.

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

      (c) (i) The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities or in payment of the Change of Control
Purchase Price 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.


                                       70
<PAGE>
            (ii) The Company covenants that, if any shares of Common Stock to be
      provided for the purpose of conversion of Securities hereunder or for
      payment of the Change of Control Purchase Price 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, to the extent then
      permitted by the rules and interpretations of the Securities and Exchange
      Commission (or any successor thereto), endeavor to secure such
      registration or approval, as the case may be.

            (iii) The Company further covenants that, if at any time the Common
      Stock shall be listed on the NYSE 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 Security or in payment of the Change of Control Purchase Price;
      provided, however, that, if the 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 Securities into Common Stock or
      the first payment of the Change of Control Purchase Price in Common Stock
      in accordance with the provisions of this Indenture, the Company covenants
      to list such Common Stock issuable upon conversion of the Securities or in
      payment of the Change of Control Purchase Price in accordance with the
      requirements of such exchange or automated quotation system at such time.

      SECTION 10.08. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Securities to determine the Conversion Rate or whether any facts
exist which may require any adjustment of the Conversion Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Security; 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 Security for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article 10. 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


                                       71
<PAGE>
Section 10.05 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders upon the
conversion of their Securities after any event referred to in such Section 10.05
or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.01, 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 10.09. 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 Rate
pursuant to Section 10.04; or

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

      (c) of any reclassification or reorganization of the Common Stock of the
Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation, merger or statutory share
exchange 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

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

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Securities at his address appearing on the register provided for in
Section 2.03 of this Indenture, as promptly as possible but in any event at
least ten (10) 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 of 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, or statutory share
exchange, 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, or statutory share exchange, 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, or statutory share


                                       72
<PAGE>
exchange, sale, transfer, dissolution, liquidation or winding up. Unless and
until the Trustee shall receive such notice, the Trustee may assume that no
event required to be disclosed in a notice delivered pursuant to this Section
10.09 has occurred.

      Section 10.10. Rights Issued in Respect of Common Stock Issued upon
Conversion. If the Company hereafter adopts any stockholder rights plan
involving the issuance of preference share purchase rights or other similar
rights (the "RIGHTS") to all holders of the Common Stock, a Securityholder shall
be entitled to receive upon conversion of its Securities in addition to the
shares of Common Stock issuable upon conversion the related Rights for the
Common Stock, unless such Rights under the future stockholder rights plan have
separated from the Common Stock at the time of conversion, in which case the
Conversion Rate shall be adjusted as provided in Section 10.04(d) on the date
such Rights separate from the Common Stock.

      Section 10.11. Unconditional Right Of Holders To Convert.

      (a) Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
convert its Security in accordance with this Article 10 and to bring an action
for the enforcement of any such right to convert, and such rights shall not be
impaired or affected without the consent of such Holder.

                                   ARTICLE 11
                                  MISCELLANEOUS

      Section 11.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

      Section 11.02. Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

       if to the Company:

       Maxtor Corporation
       500 McCarthy Boulevard,
       Milpitas, CA  95035
       Attn: General Counsel
       Fax: 303-678-3111

       if to the Trustee:


                                       73
<PAGE>
       U.S. Bank National Association
       550 S. Hope Street, 5th Floor
       Los Angeles, CA  90071
       Attn: Corporate Trust Services
       (Maxtor Corporation 6.80% Convertible Senior Notes due 2010)
       Fax:  213-533-8729

      The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

      Any notice or communication given to a Securityholder shall be mailed to
the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

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

      If the Company mails a notice or communication to the Securityholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

      Section 11.03. Communication By Holders With Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

      Section 11.04. Certificate And Opinion As To Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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

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

      Section 11.05. Statements Required In Certificate Or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:


                                       74
<PAGE>
            (1) a statement that each person making such Officers' Certificate
      or Opinion of Counsel has read such covenant or condition;

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

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

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

      Section 11.06. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

      Section 11.07. Rules By Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

      Section 11.08. Legal Holidays. A "LEGAL HOLIDAY" is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no interest shall accrue with respect to such payment
for the intervening period.

      Section 11.09. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      Section 11.10. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

      Section 11.11. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.


                                       75
<PAGE>
      Section 11.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.


                                       76
<PAGE>
      IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.

                                   MAXTOR CORPORATION

                                   By:/s/ Paul J. Tufano
                                      ------------------------------------
                                      Name:  Paul J. Tufano
                                      Title: President, Chief Executive
                                             Officer and Acting Chief
                                             Financial Officer


                                   U.S. BANK NATIONAL ASSOCIATION, As
                                     Trustee

                                   By: /s/ Paula Oswald
                                      ------------------------------------
                                      Name:  Paula Oswald
                                      Title: Vice President


                                       77
<PAGE>
                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

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

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

      THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
ACCORDINGLY, THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF,
MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT);
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE
ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE
144A (IF AVAILABLE); OR (D) UNDER AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS


                                      A-1
<PAGE>
OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT; AND (3)
AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF
(X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS
AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER
THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT
TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. IN ADDITION, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE
SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

      The foregoing legend may be removed from this Security on satisfaction of
the conditions specified in the Indenture.


                                      A-2
<PAGE>
                               MAXTOR CORPORATION

                     6.80% Convertible Senior Notes Due 2010

CUSIP:  577729AB2
ISSUE DATE:  _____________          [Principal Amount:  ____________]
No. ____

      MAXTOR CORPORATION, a Delaware corporation, promises to pay to Cede & Co.
or registered assigns, the principal amount of [_____________] dollars
($_____________), on April 30, 2010.

      Interest Rate: 6.80% per year.

      Interest Payment Dates: April 30 and October 30 of each year, commencing
October 30, 2003.

      Interest Record Date: April 15 and October 15 of each year.

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

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

Dated: ______________                       MAXTOR CORPORATION


                                            By:___________________________
                                            Name:
                                            Title:


                                      A-3
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


By__________________________________
Authorized Signatory

Dated: ________________


                                      A-4
<PAGE>
                      [FORM OF REVERSE OF GLOBAL SECURITY]

                     6.80% Convertible Senior Notes Due 2010

      This Security is one of a duly authorized issue of 6.80% Convertible
Senior Notes Due 2010 (the "SECURITIES") of Maxtor Corporation, a Delaware
corporation (including any successor corporation under the Indenture hereinafter
referred to, the "COMPANY"), issued under an Indenture, dated as of May 7, 2003
(the "INDENTURE"), between the Company and U.S. Bank National Association, as
trustee (the "TRUSTEE"). The terms of the Security include those stated in the
Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended ("TIA"), and those set forth in this Security. This
Security is subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this
Security and the terms of the Indenture, the terms of the Indenture shall
control. Capitalized terms used but not defined herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.    INTEREST.

      The Securities shall bear interest on the principal amount thereof at a
rate of 6.80% per year. The Company shall also pay Liquidated Damages as set
forth in the Registration Rights Agreement.

      Interest will be payable semi-annually on each Interest Payment Date to
Holders at the close of business on the preceding Interest Record Date. Interest
will be computed on the basis of a 360-day year comprised of twelve 30 day
months.

      The Company will pay Interest to a person other than the Securityholder of
record on the Interest Record Date if the Company elects to redeem, or
Securityholders elect to require the Company to repurchase, the Securities on a
date that is after a Interest Record Date but on or prior to the corresponding
Interest Payment Date. In that instance, the Company will pay accrued and unpaid
Interest on the Securities being redeemed or purchased to, but not including,
the Redemption Date or the Change of Control Purchase Date, as the case may be,
to the same person to whom it will pay the principal of those Securities.

      If the principal amount of any Security, or any accrued and unpaid
Interest or Liquidated Damages, if any, are not paid when due (whether upon
acceleration pursuant to Section 6.02 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to Section 3.01 of the Indenture and
Section 5 hereof, upon the date set for payment of the Change in Control
Purchase Price pursuant to Section 3.08 of the Indenture and Section 6 hereof,
upon the Stated Maturity of


                                      A-5
<PAGE>
the Securities, upon the Interest Payment Dates or upon the Liquidated Damages
Payment Dates (as defined in the Registration Rights Agreement), then in each
such case the overdue amount shall, to the extent permitted by law, bear cash
interest at the rate of 6.80% per annum, compounded semiannually, which interest
shall accrue from the date such overdue amount was originally due to the date
payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable in cash on each Interest
Payment Date, or, if earlier, the date such overdue amount is paid.

2.    METHOD OF PAYMENT.

      Except as provided below, the Company shall pay Interest on (i) Global
Securities, to DTC in immediately available funds, (ii) any Certificated
Security having an aggregate principal amount of $5,000,000 or less, by check
mailed to the Holder of such Security and (iii) any Certificated Security having
an aggregate principal amount of more than $5,000,000, by wire transfer in
immediately available funds at the election of the Holder of any such Security.

      At Stated Maturity, the Company will pay Interest on Certificated
Securities at the Company's office or agency in New York City.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Change of Control Purchase Prices
and at Stated Maturity on (i) Global Securities, to DTC in immediately available
funds and (ii) any Certificated Security, to the Holder who surrenders such
Security at the office or agency of the Company in New York City. The Company
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may make such cash payments by check payable in such money.

3.    [Reserved]

4.    INDENTURE.

      The Securities are general unsecured obligations of the Company limited to
$230,000,000 aggregate principal amount. The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5.    REDEMPTION AT THE OPTION OF THE COMPANY.

      No sinking fund is provided for the Securities. Beginning on May 5, 2008,
if, for at least 20 Trading Days in the period of 30 consecutive Trading Days
period ending on the Trading Day before the date of mailing of the notice of
redemption pursuant to Section 3.03 of the Indenture, the Sale Price of the
Common Stock shall have exceeded 130% of the Conversion Price in effect on the
last Trading Day of such period, the Company, at its option, may redeem the
Securities in accordance with the Article 3 of the Indenture for cash at any
time as


                                      A-6
<PAGE>
a whole, or from time to time in part, at a redemption price (the "REDEMPTION
PRICE") equal to the principal amount of the Securities to be redeemed together
in each case with accrued and unpaid Interest, and accrued and unpaid Liquidated
Damages, if any, on the Securities redeemed to (but excluding) the Redemption
Date.

      In no event will any Security be redeemable at the option of the Company
before May 5, 2008.

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

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to offer to purchase all or any
portion of the Securities held by such Holder within 30 days (which purchase
shall occur on a Business Day specified by the Company that is not less than 25
nor more than 40 Business Days after the date the Company gives notice of the
Change of Control pursuant to the Indenture) after the occurrence of a Change of
Control of the Company for a Change of Control Purchase Price equal to the
principal amount of those Securities plus accrued and unpaid Interest, and
Liquidated Damages, if any, on those Securities up to (but excluding) the Change
of Control Purchase Date. The Change of Control Purchase Price may be paid, at
the option of the Company, in cash or by the delivery of shares of Applicable
Stock, or in any combination thereof, subject to the terms and conditions of the
Indenture.

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

      If cash (and/or Applicable Stock if permitted under the Indenture)
sufficient to pay the Change of Control Purchase Price of all Securities or
portions thereof to be purchased as of the Change of Control Purchase Date is
deposited with the Paying Agent, on the Business Day following the Change of
Control Purchase Date, Interest and Liquidated Damages, if any, will cease to
accrue on such Securities (or portions thereof) immediately after such Change of
Control Purchase Date, and the Holder thereof shall have no other rights as such
other than the right to receive the Change of Control Purchase Price upon
surrender of such Security.

7.    NOTICE OF REDEMPTION.

      Notice of redemption pursuant to Section 3.01 of the Indenture and Section
5 of this Security will be mailed, as provided in the Indenture, at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at the Holder's registered address. If money
sufficient to pay the Redemption Price of all Securities (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent prior
to or on the


                                      A-7
<PAGE>
Redemption Date, immediately on and after such Redemption Date Interest, and
Liquidated Damages, if any, will cease to accrue on such Securities or portions
thereof. Securities in denominations larger than $1,000 principal amount may be
redeemed in part but only in integral multiples of $1,000 of principal amount.

8.    CONVERSION.

      Subject to and in compliance with the provisions of the Indenture, a
Holder is entitled, at such Holder's option, to convert the Holder's Security
(or any portion of the principal amount thereof that is $1,000 or an integral
multiple $1,000), into fully paid and nonassessable shares of Common Stock at
the Conversion Rate in effect at the time of conversion; provided, however, the
Company may satisfy its obligation with respect to any demand for conversion by
delivering Common Stock, cash or a combination of cash and Common Stock.

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

      The initial Conversion Rate is 81.5494 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the
Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid
Interest. Upon conversion, no payment shall be made by the Company with respect
to accrued and unpaid Interest, if any. Instead, such amount shall be deemed
paid by the cash or shares of Common Stock delivered upon conversion of any
Security. In addition, no payment or adjustment shall be made in respect of
dividends on the Common Stock the record date for which is prior to the date of
conversion, except as set forth in the Indenture.

      No fractional shares of Common Stock shall be issued upon conversion of
any Security. Instead of any fractional share of Common Stock that would
otherwise be issued upon conversion of such Security, the Company shall pay a
cash adjustment as provided in the Indenture.

      If the Company (i) is a party to a consolidation, merger, statutory share
exchange or combination, (ii) reclassifies the Common Stock, or (iii) sells or
conveys its properties and assets substantially as an entirety to any Person,
the right to convert a Security into shares of Common Stock may be changed into
a right to convert it into securities, cash or other assets of the Company or
such other Person, in each case in accordance with the Indenture.

9.    [Reserved]

10.   PAYING AGENT, CONVERSION AGENT, REGISTRAR AND CALCULATION AGENT.


                                      A-8
<PAGE>
      Initially, the Trustee will act as Paying Agent, Conversion Agent,
Registrar and Calculation Agent. The Company may appoint and change any Paying
Agent, Conversion Agent, Registrar or Calculation Agent without notice, other
than notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the State of New York, City of New York, Borough of Manhattan,
which shall initially be an office or agency of the Trustee. The Company or any
of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent, Registrar or Calculation Agent.

11.   DENOMINATIONS; TRANSFER; EXCHANGE.

      The Securities are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Change of Control Purchase Notice has been
given and not withdrawn (except, in the case of a Security to be purchased in
part, the portion of the Security not to be purchased) or any Securities for a
period of 15 days before the mailing of a notice of redemption of Securities to
be redeemed.

12.   PERSONS DEEMED OWNERS.

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

13.   UNCLAIMED MONEY OR SECURITIES.

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

14.   AMENDMENT; WAIVER.

      Subject to certain exceptions set forth in Section 9.02 of the Indenture,
(i) the Indenture or the Securities may be amended with the written consent of
the Holders of at least a majority in aggregate principal amount of the
outstanding Securities and (ii) certain Events of Defaults may be waived with
the written consent of the Holders of a majority in aggregate principal amount
of the outstanding Securities. The Company and the Trustee may amend the
Indenture


                                      A-9
<PAGE>
or the Securities without the consent of the Holders in the circumstances
specified in Section 9.01 of the Indenture.

15.   DEFAULTS AND REMEDIES.

      If any Event of Default with respect to Securities shall occur and be
continuing, the principal amount of the Securities and any accrued and unpaid
Interest, and accrued and unpaid Liquidated Damages, if any, on all the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.

16.   TRUSTEE DEALINGS WITH THE COMPANY.

      Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17.   CALCULATIONS IN RESPECT OF SECURITIES.

      The Company or its agents will be responsible for making all calculations
called for under the Securities including, but not limited to, determination of
the market prices for the Securities and of the Common Stock and the amounts of
Liquidated Damages, if any, accrued on the Securities. Any calculations made in
good faith and without manifest error will be final and binding on Holders of
the Securities. The Company or its agents will be required to deliver to the
Trustee a schedule of its calculations and the Trustee will be entitled to
conclusively rely upon the accuracy of such calculations without independent
verification.

19.   NO RECOURSE AGAINST OTHERS.

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

20.   AUTHENTICATION.

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

21.   ABBREVIATIONS.


                                      A-10
<PAGE>
      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

22.   GOVERNING LAW.

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

23.   COPY OF INDENTURE.

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

      MAXTOR CORPORATION
      500 McCarthy Blvd.,
      Milpitas, CA  95035
      Attn:  General Counsel

24.   REGISTRATION RIGHTS.

      The Holders of the Securities are entitled to the benefits of a Resale
Registration Rights Agreement, dated as of May 7, 2003, between the Company and
Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as initial purchasers, including the receipt of Liquidated Damages
upon a Registration Default (as defined in such agreement). The Company shall
make payments of Liquidated Damages on the Liquidated Damages Payment Dates (as
defined in the Registration Rights Agreement), but otherwise in accordance with
the provisions set forth herein for the payment of Interest.


                                      A-11
<PAGE>
<TABLE>
<CAPTION>
ASSIGNMENT FORM                                CONVERSION NOTICE
--------------------------------------         ------------------------------------
<S>                                            <C>
To assign this Security, fill in the           To convert this Security into
form below:                                    Common Stock of the Company, check
                                               the box | |
--------------------------------------         ------------------------------------

I or we assign and transfer this               To convert only part of this
Security to                                    Security, state the principal
______________________________________         amount to be converted (which must
______________________________________         be $1,000 or an integral multiple
(Insert assignee's soc. sec. or tax ID         of $1,000):
no.)
_____________________________
_____________________________                  If you want the stock certificate
_____________________________                  made out in another person's name
(Print or type assignee's name,                fill in the form below:
address and zip code)                          ____________________________________
                                               ____________________________________
                                               (Insert the other person's soc.
and irrevocably appoint                        sec. tax ID no.)
                                               ____________________________________
____________________ agent to transfer         (Print or type other person's
this Security on the books of the              name, address and zip code)
Company.  The agent may substitute             ____________________________________
another to act for him.                        ____________________________________
                                               ____________________________________
                                               ____________________________________
                                               ____________________________________
                                               (Print or type other person's
                                               name, address and zip code)
</TABLE>

Date:  __________ Your Signature:  _________________________________

____________________________________________________________________

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

Signature Guaranteed

__________________________________

Participant in a Recognized Signature

Guarantee Medallion Program

By:_____________________________
        Authorized Signatory


                                      A-12
<PAGE>
                       SCHEDULE OF INCREASES AND DECREASES
                               OF GLOBAL SECURITY

Initial Principal Amount of Global Security:  ____________________________

<TABLE>
<CAPTION>
                   Amount of       Amount of       Principal
                   Increase in     Decrease in     Amount of
                   Principal       Principal       Global           Notation by
                   Amount of       Amount of       Security After   Registrar or
                   Global          Global          Increase or      Security
Date               Security        Security        Decrease         Custodian
----               --------        --------        --------         ---------
<S>                <C>             <C>             <C>              <C>
-----------------------------------------------------------------------------------

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

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

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

-----------------------------------------------------------------------------------
</TABLE>


                                      A-13
<PAGE>
                                                                       EXHIBIT B

                     [FORM OF FACE OF CERTIFICATED SECURITY]

      THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
ACCORDINGLY, THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF,
MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2)
AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO MAXTOR
CORPORATION (THE "ISSUER"), (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON THE SELLER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE), OR (D) UNDER AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF
1933, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN
THE LATER OF (X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y)
THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144
ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND THE
ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE
REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ADDITION, THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD
TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

      The foregoing legend may be removed from this Security on satisfaction of
the conditions specified in the Indenture.


                                      B-1
<PAGE>
                               MAXTOR CORPORATION

                     6.80% Convertible Senior Notes Due 2010

CUSIP:
ISSUE DATE:  ___________            Principal Amount:  $___________
 No. R-

      Maxtor Corporation, a Delaware corporation, promises to pay to
[_____________] or registered assigns, the principal amount of
__________________ dollars ($__________), on ____________, 2010.

      Interest Rate: 6.80% per year.

      Interest Payment Dates: April 30 and October 30 of each year, commencing
October 30, 2003.

      Interest Record Date: April 15 and October 15 of each year.

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

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

Dated:  _____________                       MAXTOR CORPORATION


                                            By:  __________________________
                                            Title: _________________________


                                      B-2
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


By__________________________________
        Authorized Signatory

Dated:  _____________, 20__


                                      B-3
<PAGE>
      [FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A]


                                      B-4
<PAGE>
                                                                       EXHIBIT C

                               MAXTOR CORPORATION

                     6.80% Convertible Senior Notes Due 2010

                              Transfer Certificate

      In connection with any transfer of any of the Securities within the period
prior to the expiration of the holding period applicable to the sales thereof
under Rule 144(k) under the Securities Act of 1933, as amended (the "SECURITIES
ACT") (or any successor provision), the undersigned registered owner of this
Security hereby certifies with respect to $____________ principal amount of the
above-captioned Securities presented or surrendered on the date hereof (the
"SURRENDERED SECURITIES") for registration of transfer, or for exchange or
conversion where the securities issuable upon such exchange or conversion are to
be registered in a name other than that of the undersigned registered owner
(each such transaction being a "TRANSFER"), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:

      | |   A transfer of the Surrendered Securities is made to the Company or
            any subsidiaries; or

      | |   The transfer of the Surrendered Securities is pursuant to an
            effective registration statement under the Securities Act; or

      | |   The transfer of the Surrendered Securities complies with Rule 144A
            under the Securities Act; or

      | |   The transfer of the Surrendered Securities is pursuant to Rule 144
            under the Securities Act and each of the conditions set forth in
            such rule have been met;

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"AFFILIATE").


                                      C-1
<PAGE>
      | |   The transferee is an Affiliate of the Company.

DATE:                        __________________________________
                                         Signature(s)

      (If the registered owner is a corporation, partnership or fiduciary, the
title of the person signing on behalf of such registered owner must be stated.)

Signature Guaranteed


--------------------------------
Participant in a Recognized Signature


                                      C-2