<PAGE>   1
                                                                     EXHIBIT 4.1














                           PROVINCE HEALTHCARE COMPANY

                      4 1/2% Convertible Subordinated Notes
                                    due 2005

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

                                    INDENTURE

                          Dated as of November 20, 2000

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

                               NATIONAL CITY BANK

                                     TRUSTEE

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

<PAGE>   2

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                 Page
<S>                                                                                              <C>
        ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01     Definitions.......................................................................1
SECTION 1.02     Other Definitions.................................................................8
SECTION 1.03     Incorporation by Reference of Trust Indenture Act.................................9
SECTION 1.04     Rules of Construction.............................................................9
SECTION 1.05     Acts of Holders...................................................................9

                                       ARTICLE 2 THE NOTES

SECTION 2.01     Form and Dating..................................................................10
SECTION 2.02     Execution and Authentication.....................................................11
SECTION 2.03     Registrar, Paying Agent and Conversion Agent.....................................12
SECTION 2.04     Paying Agent to Hold Money and Notes in Trust....................................12
SECTION 2.05     Noteholder Lists.................................................................13
SECTION 2.06     Transfer and Exchange............................................................13
SECTION 2.07     Replacement Notes................................................................14
SECTION 2.08     Outstanding Notes................................................................14
SECTION 2.09     Temporary Notes..................................................................15
SECTION 2.10     Cancellation.....................................................................15
SECTION 2.11     Persons Deemed Owners............................................................15
SECTION 2.12     Global Notes.....................................................................16
SECTION 2.13     CUSIP Numbers....................................................................19
SECTION 2.14     Defaulted Interest...............................................................19

                               ARTICLE 3 REDEMPTION AND PURCHASES

SECTION 3.01     Right to Redeem; Notices to Trustee..............................................20
SECTION 3.02     Selection of Notes to Be Redeemed................................................20
SECTION 3.03     Notice of Redemption.............................................................20
SECTION 3.04     Effect of Notice of Redemption...................................................21
SECTION 3.05     Deposit of Redemption Price......................................................21
SECTION 3.06     Notes Redeemed in Part...........................................................21
SECTION 3.07     Conversion Arrangement on Call for Redemption....................................21
SECTION 3.08     Repurchase of Notes at Option of the Holder upon Change in Control...............22
SECTION 3.09     Effect of Change in Control Repurchase Notice....................................25
SECTION 3.10     Deposit of Change in Control Repurchase Price....................................26
SECTION 3.11     Notes Purchased in Part..........................................................26
SECTION 3.12     Covenant to Comply with Securities Laws upon Purchase of Notes...................26
SECTION 3.13     Repayment to the Company.........................................................26

                                       ARTICLE 4 COVENANTS

SECTION 4.01     Payment of Principal, Premium, Interest on the Notes.............................27
SECTION 4.02     SEC and Other Reports............................................................27
SECTION 4.03     Compliance Certificate...........................................................27
SECTION 4.04     Further Instruments and Acts.....................................................27
SECTION 4.05     Maintenance of Office or Agency..................................................27
SECTION 4.06     Delivery of Certain Information..................................................28
</TABLE>


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<TABLE>
<S>                                                                                              <C>
                                 ARTICLE 5 SUCCESSOR CORPORATION

SECTION 5.01     When Company May Merge or Transfer Assets........................................28

                                 ARTICLE 6 DEFAULTS AND REMEDIES

SECTION 6.01     Events of Default................................................................29
SECTION 6.02     Acceleration.....................................................................30
SECTION 6.03     Other Remedies...................................................................31
SECTION 6.04     Waiver of Past Defaults..........................................................31
SECTION 6.05     Control by Majority..............................................................31
SECTION 0.06     Limitation on Suits..............................................................31
SECTION 6.07     Rights of Holders to Receive Payment.............................................32
SECTION 6.08     Collection Suit by Trustee.......................................................32
SECTION 6.09     Trustee May File Proofs of Claim.................................................32
SECTION 6.10     Priorities.......................................................................32
SECTION 6.11     Undertaking for Costs............................................................33
SECTION 6.12     Waiver of Stay, Extension or Usury Laws..........................................33

                                        ARTICLE 7 TRUSTEE

SECTION 7.01     Duties and Responsibilities of the Trustee; During Default; Prior to Default.....33
SECTION 7.02     Certain Rights of the Trustee....................................................34
SECTION 7.03     Trustee Not Responsible for Recitals, Disposition of Notes or Application of
                 Proceeds Thereof.................................................................35
SECTION 7.04     Trustee and Agents May Hold Notes................................................35
SECTION 7.05     Moneys Held by Trustee...........................................................35
SECTION 7.06     Compensation and Indemnification of Trustee and Its Prior Claim..................35
SECTION 7.07     Right of Trustee to Rely on Officers' Certificate, etc...........................36
SECTION 7.08     Conflicting Interests............................................................36
SECTION 7.09     Persons Eligible for Appointment as Trustee......................................36
SECTION 7.10     Resignation and Removal; Appointment of Successor Trustee........................36
SECTION 7.11     Acceptance of Appointment by Successor Trustee...................................37
SECTION 7.12     Merger, Conversion, Consolidation or Succession to Business of Trustee...........38
SECTION 7.13     Preferential Collection of Claims Against the Company............................38
SECTION 7.14     Reports by the Trustee...........................................................38
SECTION 7.15     Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.....38

                                ARTICLE 8 DISCHARGE OF INDENTURE

SECTION 8.01     Discharge of Liability on Notes..................................................39
SECTION 8.02     Repayment of the Company.........................................................39

                                      ARTICLE 9 AMENDMENTS

SECTION 9.01     Without Consent of Holders.......................................................39
SECTION 9.02     With Consent of Holders..........................................................40
SECTION 9.03     Compliance with Trust Indenture Act..............................................41
SECTION 9.04     Revocation and Effect of Consents, Waivers and Actions...........................41
SECTION 9.05     Notation on or Exchange of Notes.................................................41
SECTION 9.06     Trustee to Sign Supplemental Indentures..........................................41
SECTION 9.07     Effect of Supplemental Indentures................................................41
</TABLE>


                                       ii


<PAGE>   4

<TABLE>
<S>                                                                                              <C>
                                      ARTICLE 10 CONVERSION

SECTION 10.01    Conversion Right and Conversion Price............................................41
SECTION 10.02    Exercise of Conversion Right.....................................................42
SECTION 10.03    Fractions of Shares..............................................................42
SECTION 10.04    Adjustment of Conversion Price...................................................43
SECTION 10.05    Notice of Adjustments of Conversion Price........................................50
SECTION 10.06    Notice Prior to Certain Actions..................................................50
SECTION 10.07    Company to Reserve Common Stock..................................................51
SECTION 10.08    Taxes on Conversions.............................................................51
SECTION 10.09    Covenant as to Common Stock......................................................51
SECTION 10.10    Cancellation of Converted Notes..................................................51
SECTION 10.11    Effect of Reclassification, Consolidation, Merger or Sale........................51
SECTION 10.12    Responsibility of Trustee for Conversion Provisions..............................53
</TABLE>


                                      iii
<PAGE>   5

<TABLE>
<S>                                                                                              <C>
                                    ARTICLE 11 SUBORDINATION

SECTION 11.01    Agreement to Subordinate.........................................................53
SECTION 11.02    Liquidation......................................................................53
SECTION 11.03    Default on Designated Senior Indebtedness........................................54
SECTION 11.04    Acceleration of Notes............................................................54
SECTION 11.05    When Distribution Must Be Paid Over..............................................54
SECTION 11.06    Notice by the Company............................................................55
SECTION 11.07    Subrogation......................................................................55
SECTION 11.08    Relative Rights..................................................................55
SECTION 11.09    Subordination May Not Be Impaired by the Company.................................55
SECTION 11.10    Distribution or Notice to Representative.........................................56
SECTION 11.11    Rights of Trustee and Paying Agent...............................................56

                                    ARTICLE 12 MISCELLANEOUS

SECTION 12.01    Trust Indenture Act Controls.....................................................56
SECTION 12.02    Notices..........................................................................56
SECTION 12.03    Communication by Holders with Other Holders......................................57
SECTION 12.04    Certificate and Opinion as to Conditions Precedent...............................57
SECTION 12.05    Statements Required in Certificate or Opinion....................................57
SECTION 12.06    Separability Clause..............................................................58
SECTION 12.07    Rules by Trustee, Paying Agent, Conversion Agent and Registrar...................58
SECTION 12.08    Legal Holidays...................................................................58
SECTION 12.09    GOVERNING LAW....................................................................58
SECTION 12.10    No Recourse Against Others.......................................................58
SECTION 12.11    Successors.......................................................................58
SECTION 12.12    Multiple Originals...............................................................58



EXHIBITS

Exhibit A-1      Form of Face of Global Note
Exhibit A-2      Form of Certificated Note
Exhibit B-1      Transfer Certificate
Exhibit B-2      Form of Letter to Be Delivered by Accredited Investors
</TABLE>


                                       iv

<PAGE>   6

                             CROSS REFERENCE TABLE*

<TABLE>
TIA SECTION                                                  INDENTURE SECTION
<S>                                                          <C>
310(a)(1)................................................           7.09
      (a)(2).............................................           7.09
      (a)(3).............................................           N.A.
      (a)(4).............................................           N.A.
      (b)................................................        7.08; 7.10
      (c)................................................           N.A.
311(a)...................................................           7.13
      (b)................................................           7.13
      (c)................................................           N.A.
312(a)                                                              2.05
      (b)................................................          12.03
      (c)................................................          12.03
313(a)...................................................           7.14
      (b)(1).............................................           N.A.
      (b)(2).............................................           7.14
      (c)................................................          12.02
      (d)................................................           7.14
314(a)...................................................    4.02; 4.03; 12.02
      (b)................................................           N.A.
      (c)(1).............................................          12.04
      (c)(2).............................................          12.04
      (c)(3).............................................           N.A.
      (d)................................................           N.A.
      (e)................................................          12.05
      (f)................................................           N.A.
315(a)...................................................           7.01
      (b)................................................       7.15; 12.02
      (c)................................................           7.01
      (d)................................................           7.01
      (e)................................................           6.11
316(a) (last sentence)...................................           2.08
      (a)(1)(A)..........................................           6.05
      (a)(1)(B)..........................................           6.04
      (a)(2).............................................           N.A.
      (b)................................................           6.07
317(a)(1)................................................           6.08
      (a)(2).............................................           6.09
      (b)................................................           2.04
318(a)...................................................          12.01
</TABLE>

                            N.A. means Not Applicable

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

         Note: This Cross Reference Table shall not, for any purpose, be deemed
to be part of the Indenture.



                                       v
<PAGE>   7

                  INDENTURE dated as of November 20, 2000 between PROVINCE
HEALTHCARE COMPANY, a Delaware corporation (the "Company"), and NATIONAL CITY
BANK, a national banking association with trust powers, as Trustee hereunder
(the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 4 1/2% Convertible Subordinated Notes due 2005 (herein called the "Notes")
of substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

                  All things necessary to make the Notes, when the Notes are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done. Further, all
things necessary to duly authorize the issuance of the Common Stock of the
Company issuable upon the conversion of the Notes, and to duly reserve for
issuance the number of shares of Common Stock issuable upon such conversion,
have been done.

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

                  "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 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 Note or beneficial interest therein, the rules
and procedures of the Depositary for such Note, in each case to the extent
applicable to such transaction and as in effect from time to time.




                                       1
<PAGE>   8

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

                  "Business Day" means each day of the year other than a
Saturday or a Sunday on which banking institutions are not required or
authorized to close in the City of New York and the city of Louisville,
Kentucky.

                  "Capital Stock" of 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 Notes" means Notes that are in the form of the
Notes attached hereto as Exhibit A-2.

                  "Closing Price" of any security on any date of determination
means:

                  (1) the closing sale price (or, if no closing sale price is
         reported, the last reported sale price) of such security on the New
         York Stock Exchange on such date;

                  (2) if such security is not listed for trading on the New York
         Stock Exchange on any such date, the closing sale price as reported in
         the composite transactions for the principal U.S. securities exchange
         on which such security is so listed;

                  (3) if such security is not so listed on a U.S. national or
         regional securities exchange, the closing sale price as reported by the
         NASDAQ National Market;

                  (4) if such security is not so reported, the last quoted bid
         price for such security in the over-the-counter market as reported by
         the National Quotation Bureau or similar organization; or

                  (5) if such bid price is not available, the average of the
         mid-point of the last bid and ask prices of such security on such date
         from at least three nationally recognized independent investment
         banking firms retained for this purpose by the Company.

                  "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company authorized at the date of this instrument as originally
executed. Subject to the provisions of Section 10.11, shares issuable on
conversion or repurchase of Notes shall include only shares of Common Stock or
shares of any class or classes of common stock resulting from any
reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable
on conversion of Notes shall include shares of all such classes, and the shares
of each such class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

                  "common stock" means any stock of any class of capital stock
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the issuer.

                  "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and,



                                       2
<PAGE>   9

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 Agent" means any person authorized by the Company
to convert Notes in accordance with Article 10 hereof.

                  "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 National City Bank, c/o National
City Bank of Kentucky, 101 South Fifth Street, Louisville, KY 40202, 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).

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

                  "Designated Senior Indebtedness" means:

                  (1) all Senior Indebtedness under the Senior Credit Agreement;
         and

                  (2) any other Senior Indebtedness which, at the time of
         determination, has an aggregate principal amount outstanding of at
         least $25.0 million and that has been specifically designated in the
         instrument evidencing such Senior Indebtedness as "Designated Senior
         Indebtedness" of the Company.

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

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time.

                  "Global Notes" means Notes that are in the form of the Notes
attached hereto as Exhibit A-1, and to the extent that such Notes are required
to bear the Legend required by Section 2.06(f), such Notes will be in the form
of a 144A Global Note.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Holder" or "Noteholder" means a person in whose name a Note
is registered on the Registrar's books.

                  "Indebtedness" means, with respect to any person, without
duplication:

                  (a) all liabilities of such person for borrowed money
         (including overdrafts) or for the deferred purchase price of property
         or services, excluding any trade payables and other accrued current
         liabilities incurred in the ordinary course of business, but including,
         without limitation, all obligations, contingent or otherwise, of such
         person in connection with any letters of credit and acceptances issued
         under letter of credit facilities, acceptance facilities or other
         similar facilities;



                                       3
<PAGE>   10

                  (b) all obligations of such person evidenced by bonds, notes,
         debentures or other similar instruments;

                  (c) indebtedness of such person created or arising under any
         conditional sale or other title retention agreement with respect to
         property acquired by such person (even if the rights and remedies of
         the seller or lender under such agreement in the event of default are
         limited to repossession or sale of such property), but excluding trade
         payables arising in the ordinary course of business;

                  (d) all capitalized lease obligations of such person;

                  (e) all obligations of such person under or in respect of
         interest rate agreements or currency agreements;

                  (f) all indebtedness referred to in (but not excluded from)
         the preceding clauses of other persons and all dividends of other
         persons, the payment of which is secured by (or for which the holder of
         such indebtedness has an existing right, contingent or otherwise, to be
         secured by) any Lien or with respect to property (including, without
         limitation, accounts and contract rights) owned by such person, even
         though such person has not assumed or become liable for the payment of
         such indebtedness (the amount of such obligation being deemed to be the
         lesser of the value of such property or asset or the amount of the
         obligation so secured);

                  (g) all guarantees by such person of indebtedness referred to
         in this definition or of any other person;

                  (h) all Redeemable Capital Stock of such person valued at the
         greater of its voluntary or involuntary maximum fixed repurchase price
         plus accrued and unpaid dividends; and

                  (i) the present value of the obligation of such person as
         lessee for net rental payments (excluding all amounts required to be
         paid on account of maintenance and repairs, insurance, taxes,
         assessments, water, utilities and similar charges to the extent
         included in such rental payments) during the remaining term of the
         lease included in such sale and leaseback transaction including any
         period for which such lease has been extended or may, at the option of
         the lessor, be extended. Such present value shall be calculated using a
         discount rate equal to the rate of interest implicit in such
         transaction, determined in accordance with GAAP.

                  "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.

                  "Institutional Accredited Investor" means an institutional
"accredited investor" as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                  "Institutional Accredited Investor Note" means a Note in the
form of the Note attached hereto as Exhibit A-2, representing Notes sold to
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) and
(7) under the Securities Act).

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes.

                  "Issue Date" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.



                                       4
<PAGE>   11

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset given to secure Indebtedness, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction with respect to any such lien, pledge, charge or
security interest).

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

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

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 12.04 and 12.05, 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 12.04 and 12.05.

                  "144A Global Note" means a permanent Global Note in the form
of the Note attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Notes sold in reliance on
Rule 144A under the Securities Act.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.04 and 12.05, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

                  "person" or "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.

                  "principal" of a Note means the principal amount due on the
Stated Maturity as set forth on the face of the Note.

                  "Redeemable Capital Stock" means any class of the Company's
Capital Stock that, either by its terms, by the terms of any securities into
which it is convertible or exchangeable or by contract or otherwise, is, or upon
the happening of an event or passage of time would be, required to be redeemed
(whether by sinking fund or otherwise) prior to the date that is 91 days after
the final scheduled maturity of the Notes or is redeemable at the option of the
Holder thereof at any time prior to such date, or is convertible into or
exchangeable for debt securities at any time prior to such date (unless it is
convertible or exchangeable solely at the Company's option).

                  "Redemption Date" or "redemption date" means the date
specified for redemption of the Notes in accordance with the terms of the Notes
and this Indenture.

                  "Redemption Price" or "redemption price" shall have the
meaning set forth in paragraph 5 of the Notes.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on May 5 or November
5 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.



                                       5
<PAGE>   12

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer 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 subject.

                  "Restricted Note" means a Note required to bear the
restrictive legend set forth in the form of Note set forth in Exhibits A-1 and
A-2 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.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior Credit Agreement" means collectively (i) the Second
Amended and Restated Credit Agreement dated as of September 10, 1999, among the
Company, the lenders party thereto and First Union National Bank, as agent,
providing for a revolving credit facility and (ii) the Participation Agreement,
dated as of March 30, 1998, as amended by Amendment No. 1 dated as of September
10, 1999, among the Company, certain guarantors, First Security Bank, National
Association, as Owner Trustee and First Union National Bank as agent for the
lenders and holders, providing for an end-loaded lease facility, as such
agreements may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time,
including without limitation, any increase in the principal amount of debt
thereunder.

                  "Senior Indebtedness" means:

                  (a) all obligations of the Company, now or hereafter existing,
         under or in respect of the Senior Credit Agreement and the document and
         instruments executed in connection therewith, whether for principal,
         premium, if any, interest (including interest accruing after the filing
         of, or which would have accrued but for the filing of, a petition by or
         against the Company under bankruptcy law, whether or not such interest
         is allowed as a claim after such filing in any proceeding under such
         law) and other amounts due in connection therewith (including, without
         limitation, any fees, premiums, expenses, reimbursement obligations
         with respect to letters of credit and indemnities), whether outstanding
         on the date of this Indenture or thereafter created, incurred or
         assumed; and

                  (b) the principal of, premium, if any, and interest on all
         other Indebtedness of the Company (other than the Notes), whether
         outstanding on the date of this Indenture or thereafter created,
         incurred or assumed, unless, in the case of any particular
         indebtedness, the instrument creating or evidencing the same or
         pursuant to which the same is outstanding expressly provides that such
         indebtedness shall not be senior in right of payment to the Notes.

                  Notwithstanding the foregoing, "Senior Indebtedness" shall not
include:

                  (a) indebtedness evidenced by the Notes;

                  (b) indebtedness of the Company that is expressly subordinated
         in right of payment to any other indebtedness of the Company;



                                       6
<PAGE>   13

                  (c) indebtedness of the Company that by operation of law is
         subordinate to any general unsecured obligations of the Company;

                  (d) any liability for federal, state or local taxes or other
         taxes, owed or owing by the Company;

                  (e) accounts payable or other liabilities owed or owing by the
         Company to trade creditors (including guarantees thereof or instruments
         evidencing such liabilities);

                  (f) amounts owed by the Company for compensation to employees
         or for services rendered to the Company;

                  (g) indebtedness of the Company to any subsidiary or any other
         affiliate of the Company or any of such affiliate's subsidiaries;

                  (h) Capital Stock of the Company;

                  (i) indebtedness evidenced by any guarantee of any
         indebtedness ranking equal or junior in right of payment to the Notes;
         and

                  (j) indebtedness which, when incurred and without respect to
         any election under Section 1111(b) of Title 11 of the United States
         Code, is without recourse to the Company.

                  "Significant Subsidiary" means a Subsidiary of the Company,
including its Subsidiaries, which meets any of the following conditions:

                  (a) the Company's and its other Subsidiaries' investments in
         and advances to the Subsidiary exceed 10 percent of the total assets of
         the Company and its Subsidiaries consolidated as of the end of any two
         of the three most recently completed fiscal years; or

                  (b) the Company's and its other Subsidiaries' proportionate
         share of the total assets of the Subsidiary exceeds 10 percent of the
         total assets of the Company and its Subsidiaries consolidated as of the
         end of any two of the three most recently completed fiscal years; or

                  (c) the Company's and its other Subsidiaries' equity in the
         income from continuing operations before income taxes, extraordinary
         items and cumulative effect of a change in accounting principles of the
         Subsidiary exceeds 10 percent of such income of the Company and its
         Subsidiaries consolidated as of the end of any two of the three most
         recently completed fiscal years.

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

                  "Subsidiary" means (i) a corporation, a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is, at the date of determination, directly or indirectly owned by the
Company, by one or more Subsidiaries of the Company or by the Company and one or
more Subsidiaries of the Company, (ii) a partnership in which the Company or a
Subsidiary of the Company 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 of the Company or the Company
and one or more Subsidiaries of the Company, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or other
governing body of such person.



                                       7
<PAGE>   14

                  "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 Notes
generally occurs on the New York Stock Exchange or, if the Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Common Stock is then listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
National Association of Notes 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.

                  "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.

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

                  SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                  Defined in
Term                                                                Section
----                                                                -------
<S>                                                                 <C>
"Act".........................................................      1.05(a)
"Agent Members"...............................................      2.12(f)
"Bankruptcy Law"..............................................         6.01
"Change in Control"...........................................      3.08(a)
"Change in Control Repurchase Date"...........................      3.08(a)
"Change in Control Repurchase Notice".........................      3.08(d)
"Change in Control Repurchase Price"..........................      3.08(a)
"Conversion Price"............................................        10.01
"Current Market Price"........................................     10.04(g)
"Custodian"...................................................         6.01
"Depositary"..................................................      2.01(a)
"DTC".........................................................      2.01(a)
"Event of Default"............................................         6.01
"Exchange Act"................................................      3.08(a)
"excluded securities".........................................     10.04(d)
"Expiration Time".............................................     10.04(f)
"fair market value"...........................................     10.04(g)
"Institutional Accredited Investors"..........................      2.01(b)
"Legal Holiday"...............................................        12.08
"Legend"......................................................      2.06(f)
"Non-Electing Share"..........................................        10.11
"Non-Payment Default".........................................     11.03(b)
"Notice of Default"...........................................         6.01
"Paying Agent"................................................         2.03
"Payment Blockage Period".....................................     11.03(b)
"Payment Default".............................................     11.03(a)
"Purchased Shares"............................................     10.04(f)
"Permitted Junior Securities".................................        11.02
"QIB".........................................................      2.01(a)
</TABLE>




                                       8
<PAGE>   15

<TABLE>
<S>                                                                 <C>
"Record Date".................................................     10.04(g)
"Reference Period"............................................     10.04(d)
"Registrar"...................................................         2.03
"Rule 144A Information".......................................         4.06
"Trigger Event"...............................................     10.04(d)
</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.

                  "indenture Notes" means the Notes.

                  "indenture Note holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Trustee.

                  "obligor" on the indenture Notes 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:

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

                  (b) 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;

                  (c) "or" is not exclusive;

                  (d) "including" means including, without limitation; and

                  (e) 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 their agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of 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
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the



                                       9
<PAGE>   16

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.

                  The ownership of Notes shall be proved by the register for the
Notes or by a certificate of the Registrar.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the holder of every Note 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 Note.

                  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 resolution of the Board of
Directors, 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 purposes of determining whether Holders
of the requisite proportion of outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the outstanding Notes 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 NOTES

                  SECTION 2.01 Form and Dating. The Notes and the Trustee's
certificate of authentication to be borne by such Notes shall be substantially
in the form annexed hereto as Exhibits A-1 and A-2, which are incorporated in
and made a part of this Indenture. The terms and provisions contained in the
form of Note shall constitute, and are hereby expressly made, a part of this
Indenture and to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

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

                  (a) 144A Global Notes. Notes offered and sold within the
United States to qualified institutional investors as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued, initially in the form of a
144A Global Note, which shall be deposited with the Trustee at its Corporate
Trust Office, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, 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



                                       10
<PAGE>   17

Global Notes 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) Institutional Accredited Investor Notes. Except as
provided in this Section 2.01, 2.06 or 2.12, owners of beneficial interests in
Global Notes will not be entitled to receive physical delivery of Certificated
Notes. Notes offered and sold within the United States to institutional
accredited investors as defined in Rule 501(a)(1), (2), (3) and (7) under the
Securities Act ("Institutional Accredited Investors") shall be issued, initially
in the form of an Institutional Accredited Investor Note, duly executed by the
Company and authenticated by the Trustee as hereinafter provided.

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

                  Any adjustment of the aggregate principal amount of a Global
Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee 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.

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

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(d), authenticate and deliver initially one or more Global
Notes 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 bear legends substantially to the following effect:

         "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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
         SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
         OF THIS GLOBAL NOTE 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."

                  (e) Certificated Notes. Notes not issued as interests in the
Global Notes will be issued in certificated form substantially in the form of
Exhibit A-2 attached hereto.

                  SECTION 2.02 Execution and Authentication. The Notes shall be
executed on behalf of the Company by any Officer, under its corporate seal
reproduced thereon. The signature of the Officer on the Notes may be manual or
facsimile.



                                       11
<PAGE>   18

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

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

                  The Trustee shall authenticate and deliver Notes for original
issue in an aggregate principal amount of up to $150,000,000 upon a Company
Order without any further action by the Company. The aggregate principal amount
of Notes outstanding at any time may not exceed the amount set forth in the
foregoing sentence, except as provided in Section 2.07.

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

                  SECTION 2.03 Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Notes may be presented for purchase or payment ("Paying Agent") and an
office or agency where Notes may be presented for conversion ("Conversion
Agent"). The Registrar shall keep a register of the Notes 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 or co-registrar (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 7.06. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

                  The Company initially appoints the Trustee as Registrar,
Conversion Agent and Paying Agent in connection with the Notes.

                  SECTION 2.04 Paying Agent to Hold Money and Notes in Trust.
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Note, the Company shall deposit with the Paying Agent a sum of
money (in immediately available funds if deposited on the due date) or 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 Noteholders or the Trustee
all money and Common Stock held by the Paying Agent for the making of payments
in respect of the Notes 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 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 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 Common Stock held by it to the Trustee and to account for
any



                                       12
<PAGE>   19

funds and Common Stock disbursed by it. Upon doing so, the Paying Agent shall
have no further liability for the money or Common Stock.

                  SECTION 2.05 Noteholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Noteholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 1 and November 1 a listing of Noteholders 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 Noteholders.

                  SECTION 2.06 Transfer and Exchange. Subject to Section 2.12
hereof, upon surrender for registration of transfer of any Note, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Noteholder or such Noteholder'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 Notes 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 Notes
from the Noteholder requesting such transfer or exchange.

                  At the option of the Holder, Notes may be exchanged for other
Notes of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Noteholder or such Noteholder's attorney duly authorized in writing, at such
office or agency. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
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 Notes selected for redemption
(except, in the case of Notes to be redeemed in part, the portion thereof not to
be redeemed) or any Notes in respect of which a Change in Control Repurchase
Notice (as defined in Section 3.08(d)) has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Notes to be purchased in part, the portion thereof not to be purchased)
or any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes to be redeemed.

                  (b) Notwithstanding any provision to the contrary herein, so
long as a Global Note remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Note, 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
Note shall be limited to transfers of such Global Note in whole, or in part, 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 Notes.

                  (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 Notes upon transfer
or exchange of Notes.



                                       13
<PAGE>   20

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

                  (f) If Notes are issued upon the transfer, exchange or
replacement of Notes subject to restrictions on transfer and bearing the legends
set forth on the form of Note attached hereto as Exhibits A-1 and A-2 setting
forth such restrictions (collectively, the "Legend"), or if a request is made to
remove the Legend on a Note, the Notes 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, 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 Notes 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 Note 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 Note that
does not bear the Legend. If the Legend is removed from the face of a Note and
the Note is subsequently held by an Affiliate of the Company, the Legend shall
be reinstated.

                  SECTION 2.07 Replacement Notes. If (a) any mutilated Note 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 Note, and there
is delivered to the Company and the Trustee such Note 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 Note 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 Note or in
lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Note 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 Note, pay or purchase such Note, as the case may be.

                  Upon the issuance of any new Notes 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 Note issued pursuant to this Section 2.07 in lieu of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note 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 Notes duly issued hereunder.

                  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 Notes.

                  SECTION 2.08 Outstanding Notes; Determinations of Holders'
Action. Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those cancelled by it or delivered to it for cancellation,
those paid pursuant to Section 2.07 and those described in this Section 2.08 as
not outstanding. A Note does not cease to be outstanding because the Company or
an Affiliate thereof holds the Note; provided, however, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given or concurred in any request,



                                       14
<PAGE>   21

demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company or any other obligor upon the Notes 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 or waiver, only Notes which a Responsible Officer of the Trustee knows
to be so owned shall be so disregarded. Subject to the foregoing, only Notes
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 Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note 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 the Change in Control
Repurchase Date, or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Notes payable on that date, then immediately after
such Redemption Date, Change in Control Repurchase Date or Stated Maturity, as
the case may be, such Notes shall cease to be outstanding and interest on such
Notes shall cease to accrue; provided that, if such Notes 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 Note is converted in accordance with Article 10, then
from and after the time of conversion on the conversion date, such Note shall
cease to be outstanding and interest shall cease to accrue on such Note.

                  SECTION 2.09 Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

                  If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes 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 Notes the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

                  SECTION 2.10 Cancellation. All Notes 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
Notes previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Notes to
replace Notes it has paid or delivered to the Trustee for cancellation or that
any Holder has converted pursuant to Article 10. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section
2.10, except as expressly permitted by this Indenture. All cancelled Notes held
by the Trustee shall be destroyed by the Trustee and the Trustee shall deliver a
certificate of destruction to the Company.

                  SECTION 2.11 Persons Deemed Owners. Prior to due presentment
of a Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may



                                       15
<PAGE>   22

treat the Person in whose name such Note is registered as the owner of such Note
for the purpose of receiving payment of principal of the Note or the payment of
any Redemption Price or Change in Control Repurchase Price in respect thereof,
and interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Note 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 Notes. Notwithstanding any other
provisions of this Indenture or the Notes, (A) transfers of a Global Note, in
whole or in part, shall be made only in accordance with Section 2.06 and Section
2.12(a)(i), (B) transfer of a beneficial interest in a Global Note for a
Certificated Note shall comply with Section 2.06 and Section 2.12(a)(ii) below,
and (C) transfers of a Certificated Note shall comply with Section 2.06 and
Section 2.12(a)(iii) and (iv) below.

                  (i) Transfer of Global Note. A Global Note 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
         (i) shall not prohibit any transfer of a Note that is issued in
         exchange for a Global Note but is not itself a Global Note. No transfer
         of a Note to any Person shall be effective under this Indenture or the
         Notes unless and until such Note 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
         Note effected in accordance with the other provisions of this Section
         2.12(a).

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

                       (a) so long as the Notes are Restricted Notes,
                  certification, in the form set forth in Exhibit B-1, and, if
                  requested by the Company or the Registrar, certification in
                  the form set forth in Exhibit B-2, that such beneficial
                  interest in the Global Note is being transferred to an
                  Institutional Accredited Investor;

                       (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 Note to reflect a decrease
                  in the aggregate principal amount of the Notes represented by
                  the Global Note, such instructions to contain information
                  regarding the Depositary account to be credited with such
                  decrease; and

                       (c) if the Company or Registrar so requests, an opinion
                  of counsel or other evidence reasonably satisfactory to them
                  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 Notes represented by the
Global Note to be decreased by the aggregate principal amount of the
Certificated Note to be issued, shall issue such Certificated Note and shall
debit or cause to be debited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal
amount of the Certificated Note so issued.

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

                       (x) to register the transfer of such Certificated Notes;
                  or



                                       16
<PAGE>   23

                       (y) to exchange such Certificated Notes for an equal
                  principal amount of Certificated Notes 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 Notes surrendered for transfer or exchange:

                  (a) 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

                  (b) so long as such Notes are Restricted Notes, such Notes 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 Notes 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 Notes are being transferred to
                  the Company, a certification to that effect; or

                       (C) if such Certificated Notes are being transferred
                  pursuant to an exemption from registration, (i) a
                  certification to that effect (in the form set forth in
                  Exhibits B-1 and B-2, if applicable) and (ii) if the Company
                  or Registrar so requests, an opinion of counsel or other
                  evidence reasonably satisfactory to them as to the compliance
                  with the restrictions set forth in the Legend.

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

Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:

                  (a) so long as the Notes are Restricted Notes, certification,
         in the form set forth in Exhibit B-1, that such Certificated Note is
         being transferred to a Qualified Institutional Buyer in accordance with
         Rule 144A; and

                  (b) 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 Note to reflect an increase in the
         aggregate principal amount of the Notes represented by the Global Note,
         such instructions to contain information regarding the Depositary
         account to be credited with such increase, then the Trustee shall
         cancel such Certificated Note 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 Notes represented by the Global Note to be
         increased by the aggregate principal amount of the Certificated Note 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 Note equal to the principal amount of the Certificated Note
         so cancelled. If no Global Notes 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 Note
         in the appropriate principal amount.



                                       17
<PAGE>   24

                  (c) Subject to the succeeding paragraph, every Note 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 Note is presented or surrendered for
         registration of transfer or for exchange for a Note registered in a
         name other than that of the Holder, such Note must be accompanied by a
         certificate in substantially the form set forth in Exhibit B-1, dated
         the date of such surrender and signed by the Holder of such Note, as to
         compliance with such restrictions on transfer. The Registrar shall not
         be required to accept for such registration of transfer or exchange any
         Note not so accompanied by a properly completed certificate.

                  (d) The restrictions imposed by the Legend upon the
         transferability of any Note shall cease and terminate when such Note
         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 Note as to which such restrictions on transfer shall
         have expired in accordance with their terms or shall have terminated
         may, upon a surrender of such Note 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 Note has been made in
         compliance with Rule 144 or such successor provision), be exchanged for
         a new Note, of like tenor and aggregate principal amount, which shall
         not bear the restrictive Legend. The Company shall inform the Trustee
         of the effective date of any registration statement registering the
         Notes 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.

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

                  (f) The provisions of clauses (1), (2), (3) and (4) below
         shall apply only to Global Notes:

                      (1) Notwithstanding any other provisions of this Indenture
                  or the Notes, except as provided in Section 2.12(a)(ii), a
                  Global Note shall not be exchanged in whole or in part for a
                  Note registered in the name of any Person other than the
                  Depositary or one or more nominees thereof, provided that a
                  Global Note may be exchanged for Notes 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
                  Note or such Depositary has ceased to be a "clearing agency"
                  registered under 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 Notes. Any Global Note exchanged pursuant to clause (i)
                  above shall be so exchanged in whole and not in part, and any
                  Global Note exchanged pursuant to clause (ii) above may be
                  exchanged in whole or from time to time in part as directed by
                  the Depositary. Any Note issued in exchange for a Global Note
                  or any portion thereof shall be a Global Note; provided that
                  any such Note so issued that is registered in the name of a
                  Person other than the Depositary or a nominee thereof shall
                  not be a Global Note.



                                       18
<PAGE>   25

                      (2) Notes issued in exchange for a Global Note or any
                  portion thereof shall be issued in definitive, fully
                  registered form, without interest coupons, shall have an
                  aggregate principal amount equal to that of such Global Note
                  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 Note to be exchanged
                  in whole shall be surrendered by the Depositary to the
                  Trustee, as Registrar. With regard to any Global Note to be
                  exchanged in part, either such Global Note 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 Note, 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 Note 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 Notes.

                      (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
                  Notes 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 Note
                  registered in the name of the Depositary or any nominee
                  thereof, or under any such Global Note, 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 Note
                  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 Note.

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

                  SECTION 2.14 Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall



                                       19
<PAGE>   26

mean the 15th day next preceding the date fixed by the Company for the payment
of defaulted interest, whether or not such day is a Business Day. At least 15
days before the subsequent special record date, the Company shall mail to each
Holder and to the Trustee a notice that states the subsequent special record
date, the payment date and the amount of defaulted interest to be paid.

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01 Right to Redeem; Notices to Trustee. The Company,
at its option, may redeem the Notes in accordance with the provisions of
paragraphs 5 and 7 of the Notes. If the Company elects to redeem Notes pursuant
to paragraph 5 of the Notes, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes 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 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee).

                  SECTION 3.02 Selection of Notes to Be Redeemed. If less than
all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed pro rata or by lot or by any other 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 Notes are then listed). The Trustee shall make the
selection at least 15 days but not more than 60 days before the Redemption Date
from outstanding Notes not previously called for redemption. The Trustee may
select for redemption portions of the principal amount of Notes that have
denominations larger than $1,000.

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

                  If any Note selected for partial redemption is converted in
part before termination of the conversion right with respect to the portion of
the Note so selected, the converted portion of such Note shall be deemed (so far
as may be) to be the portion selected for redemption. Notes which have been
converted during a selection of Notes 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 Notes to be
redeemed.

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

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the Conversion Price;

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

                  (5) that Notes called for redemption may be converted at any
         time before the close of business on the Redemption Date;



                                       20
<PAGE>   27

                  (6) that Holders who want to convert Notes must satisfy the
         requirements set forth in paragraph 8 of the Notes;

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

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

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

                  (10) the CUSIP number of the Notes.

                  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 three Business Days prior to such notice of
redemption.

                  SECTION 3.04 Effect of Notice of Redemption. Once notice of
redemption is given, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice, except for
Notes which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Notes shall be paid at the Redemption Price
stated in the notice.

                  SECTION 3.05 Deposit of Redemption Price. Prior to 10:00 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 is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the Redemption Price of all Notes to be redeemed on that date other than
Notes or portions of Notes 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, with interest, if any, thereon, not required for that purpose
because of conversion of Notes 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 Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note in an authorized denomination
equal in principal amount to the unredeemed portion of the Note surrendered.

                  SECTION 3.07 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes called for redemption by an agreement with
one or more investment banks or other purchasers to purchase such Notes by
paying to the Trustee in trust for the Noteholders, on or prior to 10:00 a.m.
New York City time on the Redemption Date, an amount that, together with any
amounts deposited with the Trustee by the Company for the redemption of such
Notes, is not less than the Redemption Price of such Notes. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Company to pay the Redemption Price of such Notes shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Notes not duly surrendered
for conversion by the Holders thereof may, at the option of the Company, be
deemed, to the fullest extent permitted by law, acquired by such purchasers from
such Holders and (notwithstanding anything to the contrary contained in Article
10) surrendered by such purchasers for conversion, all as of immediately prior
to the close of business on the Redemption Date, subject to payment of the above
amount as aforesaid. The Trustee



                                       21
<PAGE>   28

shall hold and pay to the Holders whose Notes are selected for redemption any
such amount paid to it for purchase and conversion in the same manner as it
would moneys deposited with it by the Company for the redemption of Notes.
Without the Trustee's prior written consent, no arrangement between the Company
and such purchasers for the purchase and conversion of any Notes shall increase
or otherwise affect any of the powers, duties, responsibilities or obligations
of the Trustee as set forth in this Indenture, and the Company agrees to
indemnify the Trustee from, and hold it harmless against, any loss, liability or
expense arising out of or in connection with any such arrangement for the
purchase and conversion of any Notes between the Company and such purchasers,
including the costs and expenses incurred by the Trustee in the defense of any
claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.

                  SECTION 3.08 Repurchase of Notes at Option of the Holder upon
Change in Control. If there shall have occurred a Change in Control, all or any
portion of the Notes of any Holder equal to $1,000 or a whole multiple of
$1,000, not previously called for redemption, shall be repurchased by the
Company, at the option of such Holder, at a repurchase price equal to 100% of
the principal amount of the Notes to be repurchased, together with interest
accrued and unpaid to, but excluding, the repurchase date (the "Change in
Control Repurchase Price"), on the date (the "Change in Control Repurchase
Date") that is 45 Business Days after the Change in Control Repurchase Notice;
provided, however, that installments of interest on Notes whose Stated Maturity
is prior to or on the Change in Control Repurchase Date shall be payable to the
Holders of such Notes, or one or more predecessor Notes, registered as such on
the relevant Regular Record Date according to their terms.

                  Subject to the fulfillment by the Company of the conditions
set forth in Section 3.08(b) hereof, the Company may elect to pay the Change in
Control Repurchase Price by delivering the number of shares of Common Stock
equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the
average of the Closing Prices per share of Common Stock for the five consecutive
Trading Days immediately preceding and including the third Trading Day prior to
the Change in Control Repurchase Date.

                  Whenever in this Indenture (including Sections 2.01, 6.01(a)
and 6.07 hereof) or Exhibit A-1 annexed hereto there is a reference, in any
context, to the principal of any Note as of any time, such reference shall be
deemed to include reference to the Change in Control Repurchase Price payable in
respect to such Note to the extent that such Change in Control Repurchase Price
is, was or would be so payable at such time, and express mention of the Change
in Control Repurchase Price in any provision of this Indenture shall not be
construed as excluding the Change in Control Repurchase Price in those
provisions of this Indenture when such express mention is not made; provided,
however, that, for the purposes of Article 11 hereof, such reference shall be
deemed to include reference to the Change in Control Repurchase Price only to
the extent the Change in Control Repurchase Price is payable in cash.

                  A "Change in Control" of the Company shall be deemed to have
occurred at such time as either of the following events shall occur:

                  (i) the acquisition by any person, including any syndicate or
         group deemed to be a "person" under Section 13(d)(3) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial
         ownership, directly or indirectly, through a purchase, merger or other
         acquisition transaction or series of transactions of shares of the
         Capital Stock of the Company entitling that person to exercise 50% or
         more of the total voting power of all shares of such Capital Stock
         entitled to vote generally in elections of directors, other than any
         acquisition by the Company, any of its subsidiaries or any of the
         employee benefit plans; or

                  (ii) any consolidation or merger of the Company with or into
         any other person, any merger of another person into the Company, or any
         conveyance, transfer, sale, lease or



                                       22
<PAGE>   29

         other disposition of all or substantially all of the Company's
         properties and assets to another person, other than:

                      (A) any transaction (1) that does not result in any
                  reclassification, conversion, exchange or cancellation of
                  outstanding shares of the Company's capital stock and (2)
                  pursuant to which holders of the Capital Stock immediately
                  prior to the transaction have the entitlement to exercise,
                  directly or indirectly, 50% or more of the total voting power
                  of all shares of the Capital Stock entitled to vote generally
                  in the election of directors of the continuing or surviving
                  person immediately after the transaction; and

                      (B) any merger solely for the purpose of changing the
                  Company's jurisdiction of incorporation and resulting in a
                  reclassification, conversion or exchange of outstanding shares
                  of Common Stock solely into shares of Common Stock of the
                  surviving entity.

                  (b) The following are conditions to the Company's election to
pay for the Change in Control Repurchase Price in Common Stock:

                  (i) The shares of Common Stock to be issued upon repurchase of
         Notes hereunder:

                       (A) shall not require registration under any federal
                  securities law before such shares may be freely transferable
                  without being subject to any transfer restrictions under the
                  Securities Act upon repurchase or, if such registration is
                  required, such registration shall be completed and shall
                  become effective prior to the Change in Control Repurchase
                  Date; and

                       (B) shall not require registration with, or approval of,
                  any governmental authority under any state law or any other
                  federal law before shares may be validly issued or delivered
                  upon repurchase or if such registration is required or such
                  approval must be obtained, such registration shall be
                  completed or such approval shall be obtained prior to the
                  Change in Control Repurchase Date.

                  (ii) The shares of Common Stock to be listed upon repurchase
         of Notes hereunder are, or shall have been, approved for listing on the
         Nasdaq National Market or the New York Stock Exchange or listed on
         another national securities exchange, in any case, prior to the Change
         in Control Repurchase Date.

                  (iii) All shares of Common Stock which may be issued upon
         repurchase of Notes will be issued out of the Company's authorized but
         unissued Common Stock and will, upon issue, be duly and validly issued
         and fully paid and nonassessable and free of any preemptive or similar
         rights.

                  (iv) If any of the conditions set forth in clauses (i) through
         (iii) of this Section 3.08(b) are not satisfied in accordance with the
         terms thereof, the Change in Control Repurchase Price shall be paid by
         the Company only in cash.

                  (c) Unless the Company shall have theretofore called for
redemption all of the outstanding Notes, prior to or on the 30th day after the
occurrence of a Change in Control, the Company, or, at the written request and
expense of the Company prior to or on the 30th day after such occurrence, the
Trustee, shall give to all Noteholders, in the manner provided in Section 12.02
hereof, notice of the occurrence of the Change in Control and of the repurchase
right set forth herein arising as a result thereof. The Company shall also
deliver a copy of such notice of a repurchase



                                       23
<PAGE>   30

         right to the Trustee. The notice shall include a form of Change in
         Control Repurchase Notice (as defined in Section 3.08(d)) to be
         completed by the Noteholder and shall state:

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

                  (2) the date by which the Change in Control Repurchase Notice
         pursuant to this Section 3.08 must be given;

                  (3) the Change in Control Repurchase Date;

                  (4) the Change in Control Repurchase Price;

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

                  (6) the Conversion Price and any adjustments thereto;

                  (7) that Notes as to which a Change in Control Repurchase
         Notice has been given may be converted pursuant to Article 10 hereof
         only if the Change in Control Repurchase Notice has been withdrawn in
         accordance with the terms of this Indenture;

                  (8) that Notes must be surrendered to the Paying Agent to
         collect payment;

                  (9) that the Change in Control Repurchase Price for any Note
         as to which a Change in Control Repurchase Notice has been duly given
         and not withdrawn will be paid promptly following the later of the
         Change in Control Repurchase Date and the time of surrender of such
         Note as described in (8) above;

                  (10) briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.08;

                  (11) briefly, the conversion rights of the Notes;

                  (12) the procedures for withdrawing a Change in Control
         Repurchase Notice;

                  (13) that, unless the Company defaults in making payment of
         such Redemption Price, interest on Notes called for redemption will
         cease to accrue on and after the Redemption Date; and

                  (14) the CUSIP number of the Notes.

                  (d) A Holder may exercise its rights specified in Section
3.08(a) hereof upon delivery of a written notice of purchase (a "Change in
Control Repurchase Notice") to the Paying Agent at any time prior to the close
of business on the Change in Control Repurchase Date, stating:

                  (1) the certificate number of the Note which the Holder will
         deliver to be purchased;

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

                  (3) that such Note shall be purchased pursuant to the terms
         and conditions specified in paragraph 6 of the Notes.



                                       24
<PAGE>   31

                  The delivery of such Note to the Paying Agent prior to, on or
after the Change in Control Repurchase Date (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 in Control Repurchase Price therefor;
provided, however, that such Change in Control Repurchase Price shall be so paid
pursuant to this Section 3.08 only if the Note so delivered to the Paying Agent
shall conform in all respects to the description thereof set forth in the
related Change in Control Repurchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.08, a portion of a Note 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 Note also apply to the purchase
of such portion of such Note.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Control Repurchase Date and the time of delivery of the Note to the
Paying Agent in accordance with this Section 3.08.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Repurchase Notice
contemplated by this Section 3.08(d) shall have the right to withdraw such
Change in Control Repurchase Notice at any time prior to the close of business
on the Change in Control Repurchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.09.

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

                  SECTION 3.09 Effect of Change in Control Repurchase Notice.
Upon receipt by the Paying Agent of the Change in Control Repurchase Notice
specified in Section 3.08(d), the Holder of the Note in respect of which such
Change in Control Repurchase Notice was given shall (unless such Change in
Control Repurchase Notice is withdrawn as specified in the following two
paragraphs) thereafter be entitled to receive solely the Change in Control
Repurchase Price with respect to such Note. Such Change in Control Repurchase
Price shall be paid to such Holder, subject to receipts of funds and/or Notes by
the Paying Agent, promptly following the later of (x) the Change in Control
Repurchase Date with respect to such Note (provided the conditions in Section
3.08(d) have been satisfied) and (y) the time of delivery of such Note to the
Paying Agent by the Holder thereof in the manner required by Section 3.08(d).
Notes in respect of which a Change in Control Repurchase 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 in Control Repurchase Notice
unless such Change in Control Repurchase Notice has first been validly withdrawn
as specified in the following two paragraphs.

                  A Change in Control Repurchase Notice may be withdrawn by
means of a written notice of withdrawal delivered to the office of the Paying
Agent in accordance with the Change in Control Repurchase Notice at any time
prior to the close of business on the Change in Control Repurchase Date
specifying:

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

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

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



                                       25
<PAGE>   32

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

                  SECTION 3.10 Deposit of Change in Control Repurchase Price.
Prior to 10:00 a.m. (New York City time) on the Business Day following the
Change in Control Repurchase Date the Company shall deposit with the Trustee or
with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 2.04) an amount of money (in immediately available funds
if deposited on such Business Day) or Common Stock, if permitted hereunder,
sufficient to pay the aggregate Change in Control Repurchase Price of all the
Notes or portions thereof which are to be purchased as of the Change in Control
Repurchase Date.

                  SECTION 3.11 Notes Purchased in Part. Any Note 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 Note, without service charge, a
new Note or Notes, 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 Note so surrendered which is not purchased.

                  SECTION 3.12 Covenant to Comply with Securities Laws upon
Purchase of Notes. In connection with any offer to purchase or repurchase of
Notes under 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), the Company shall (i) comply with Rule
13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which
may then be applicable, (ii) file the related Schedule 13E-3 (or any successor
schedule, form or report) or any other schedule required 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 Section 3.08.

                  SECTION 3.13 Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash or shares of Common Stock that
remain unclaimed as provided in paragraph 12 of the Notes, together with
interest or dividends, if any, thereon, held by them for the payment of the
Change in Control Repurchase Price; provided, however, that to the extent that
the aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.10 exceeds the aggregate Change in Control Repurchase
Price of the Notes or portions thereof which the Company is obligated to
purchase as of the Change in Control Repurchase Date then promptly after the
Business Day following the Change in Control Repurchase Date the Trustee shall
return any such excess to the Company together with interest or dividends, if
any, thereon.



                                       26
<PAGE>   33

                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.01 Payment of Principal, Premium, Interest on the
Notes. The Company will duly and punctually pay the principal of and premium, if
any, and interest in respect of the Notes in accordance with the terms of the
Notes and this Indenture. The Company will deposit or cause to be deposited with
the Trustee as directed by the Trustee, no later than the day of the Stated
Maturity of any Note or installment of interest, all payments so due. Principal
amount, Redemption Price, Change in Control Repurchase Price, and cash interest
shall be considered paid on the applicable date due if on such date (or, in the
case of a Change in Control Repurchase Price on the Business Day following the
applicable Change in Control Repurchase Date) the Trustee or the Paying Agent
holds, in accordance with this Indenture, money or Notes, if permitted
hereunder, sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Notes, 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 on demand.

                  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 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).

                  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 on December 31, 2000) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                  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 Notes may be
presented or surrendered for payment, where Notes 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 Notes and this
Indenture may be served. The office of Chase/Mellon, located at 120 Broadway,
13th Floor, New York, New York 10271, attention: Shirley Speno, 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 12.02.



                                       27
<PAGE>   34

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
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 holder of Notes or shares of Common Stock
issued upon conversion thereof, the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or any
beneficial holder of Notes or holder of shares of Common Stock issued upon
conversion of Notes, 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.

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

                  SECTION 5.01 When Company May Merge or Transfer Assets. The
Company shall not consolidate with, merge with or into any other person or
convey, transfer or lease its properties and assets substantially as an entirety
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 which
         acquires by conveyance, transfer or lease the properties and assets of
         the Company substantially as an entirety (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 satisfactory to the Trustee, all of the obligations of
         the Company under the Notes and this Indenture;

                  (b) at the time of such transaction, no Event of Default and
         no event which, after notice or lapse of time, would become an Event of
         Default, shall have happened 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 all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or 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 pursuant to Section 10.11, the Company shall be
discharged from all



                                       28
<PAGE>   35

obligations and covenants under this Indenture and the Notes. 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. An "Event of Default" occurs
if:

                  (1) the Company fails to pay when due the principal of or
         premium, if any, on any of the Notes at maturity, upon redemption or
         exercise of a repurchase right or otherwise, whether or not such
         payment is prohibited by Article 11 of this Indenture;

                  (2) the Company fails to pay an installment of interest
         (including liquidated damages, if any) on any of the Notes that
         continues for 30 days after the date when due, whether or not such
         payment is prohibited by Article 11 of this Indenture;

                  (3) the Company fails to deliver shares of Common Stock,
         together with cash in lieu of fractional shares, when such Common Stock
         or cash in lieu of fractional shares is required to be delivered upon
         conversion of a Note and such failure continues for 10 days after such
         delivery date;

                  (4) the Company fails to perform or observe any other term,
         covenant or agreement contained in the Notes or this Indenture for a
         period of 60 days after receipt by the Company of a Notice of Default
         (as defined in this Section 6.01);

                  (5) (A) one or more defaults in the payment of principal of or
         premium, if any, on any of the Company's Indebtedness aggregating $5.0
         million or more, when the same becomes due and payable at the scheduled
         maturity thereof, and such default or defaults shall have continued
         after any applicable grace period and shall not have been cured or
         waived within a 30-day period after the date of such default or (B) any
         of the Company's Indebtedness aggregating $5.0 million or more shall
         have been accelerated or otherwise declared due and payable, or
         required to be prepaid or repurchased (other than by regularly
         scheduled required prepayment) prior to the scheduled maturity thereof
         and such acceleration is not rescinded or annulled within a 30-day
         period after the date of such acceleration;

                  (6) the Company, or any Significant Subsidiary, or any
         Subsidiaries of the Company which in the aggregate would constitute a
         Significant Subsidiary pursuant to or under or within the meaning of
         any Bankruptcy Law:

                       (A) commences a voluntary case or proceeding;

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

                       (C) consents to the appointment of a Custodian of it or
                  for any substantial part of its property;

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

                       (E) files a petition in bankruptcy or answer or consent
                  seeking reorganization or relief; or



                                       29
<PAGE>   36

                       (F) consents to the filing of such a petition or the
                  appointment of or taking possession by a Custodian; and

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

                       (A) is for relief against the Company or any Significant
                  Subsidiary or any Subsidiaries of the Company which in the
                  aggregate would constitute a Significant Subsidiary in an
                  involuntary case or proceeding, or adjudicates the Company or
                  any Significant Subsidiary or any Subsidiaries of the Company
                  which in the aggregate would constitute a Significant
                  Subsidiary insolvent or bankrupt;

                       (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or any Subsidiaries of the Company
                  which in the aggregate would constitute a Significant
                  Subsidiary or for any substantial part of its or their
                  properties; or

                       (C) orders the winding up or liquidation of the Company
                  or any Significant Subsidiary or any Subsidiaries of the
                  Company which in the aggregate would constitute a Significant
                  Subsidiary;

and the order or decree remains unstayed and in effect for 60 days.

                       "Bankruptcy Law" means Title 11, United States Code, or
                  any similar federal or state law for the relief of debtors.

                       "Custodian" means any receiver, trustee, assignee,
                  liquidator, custodian or similar official under any Bankruptcy
                  Law.

                  A Default under clause (4) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (4)
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 Company will deliver to the Trustee, within five Business
Days of becoming aware of the occurrence of an Event of Default, written notice
thereof. In addition, the Company shall deliver to the Trustee, within 30 days
after it becomes aware of the occurrence thereof, written notice of any event
which with the lapse of time would become an Event of Default under clause (4)
above, its status and what action the Company is taking or proposes to take with
respect thereto.

                  SECTION 6.02 Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(6) or (7)) occurs and is
continuing, the Trustee by Notice to the Company, or the Holders of at least 25%
in aggregate principal amount of the Notes at the time outstanding by notice to
the Company and the Trustee, may declare the notes due and payable at their
principal amount together with accrued interest. Upon a declaration of
acceleration, such principal and accrued and unpaid interest to the date of
payment shall be immediately due and payable.

                  If an Event of Default specified in Section 6.01(6) or (7)
above occurs and is continuing, then the principal and the interest on all the
Notes shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Noteholders.

                  The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding, by notice to the Trustee (and without notice to
any other Noteholder) may rescind or annul an acceleration and its consequences
if the rescission would not conflict with any judgment or



                                       30
<PAGE>   37

decree and if all existing Events of Default have been cured or waived except
nonpayment of the principal and any accrued cash interest that have become due
solely as a result of acceleration and if all amounts due to the Trustee under
Section 7.06 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

                  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, the premium, if any, and any accrued cash interest on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Notes or produce any of the Notes in the proceeding. A
delay or omission by the Trustee or any Noteholder 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 Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Noteholder), may waive an
existing Default and its consequences except (1) an Event of Default described
in Section 6.01(1) or (2), (2) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Noteholder affected
or (3) a Default which constitutes a failure to convert any Note in accordance
with the terms of Article 11. When a Default is waived, it is deemed cured, but
no such waiver shall extend to any subsequent or other 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 Notes 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 Noteholders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity satisfactory to it
against loss, liability or expense. 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 0.06 Limitation on Suits. A Noteholder may not pursue
any remedy with respect to this Indenture or the Notes 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 Notes at the time outstanding make a written request to the
         Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
         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 Notes at the time outstanding do not give the Trustee a direction
         inconsistent with the request during such 60-day period.



                                       31
<PAGE>   38

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

                  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, premium, if any, plus Redemption
Price, Change in Control Repurchase Price or any accrued cash interest in
respect of the Notes held by such Holder, on or after the respective due dates
expressed in the Notes or any Redemption Date, and to convert the Notes 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(1) or (2) 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 Notes and the
amounts provided for in Section 7.06.

                  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 Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal amount, Redemption Price, Change in
Control Repurchase Price or any accrued cash interest in respect of the Notes
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand 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 amount of the
         principal amount, Redemption Price, Change in Control Repurchase Price
         or any accrued cash interest 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 7.06) 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 7.06.

                  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
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

                  SECTION 6.10 Priorities. If the Trustee collects any money
pursuant to this Article 6, it shall pay out the money in the following order:

                  (1) to the Trustee for amounts due under Section 7.06;

                  (2) to Noteholders for amounts due and unpaid on the Notes for
         the principal amount, Redemption Price, Change in Control Purchase
         Price or any accrued cash interest



                                       32
<PAGE>   39

         as the case may be, ratably, without preference or priority of any
         kind, according to such amounts due and payable on the Notes; and

                  (3) the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 6.10. At least 15 days before
such record date, the Trustee shall mail to each Noteholder 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 Notes 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,
Redemption Price, Change in Control Repurchase Price or any accrued cash
interest in respect of Notes, or any interest on such amounts, 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.

                                    ARTICLE 7

                                     TRUSTEE

                  SECTION 7.01 Duties and Responsibilities of the Trustee;
During Default; Prior to Default. The Trustee, prior to the occurrence of an
Event of Default hereunder and after the curing or waiving of all such Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default hereunder has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

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

                      (i) the duties and obligations of the Trustee shall be
                  determined solely by the express provisions of this Indenture,
                  and the Trustee shall not be liable except for the performance
                  of such duties and obligations as are specifically set forth
                  in this



                                       33
<PAGE>   40

                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

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

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

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders pursuant to Section 6.05 relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustee, or exercising any trust or power conferred upon the
         Trustee, under this Indenture.

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

                  The provisions of this Section 7.01 are in furtherance of and
subject to Sections 315 and 316 of the TIA.

                  SECTION 7.02 Certain Rights of the Trustee. In furtherance of
and subject to the TIA and subject to Section 7.01:

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

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

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

                  (d) the Trustee shall be under no obligation to exercise any
         of the trusts or powers vested in it by this Indenture with the
         request, order or direction of any of the Noteholders pursuant to the
         provisions of this Indenture, unless such Noteholders shall have



                                       34
<PAGE>   41

         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities which might be incurred therein or
         thereby;

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

                  (f) prior to the occurrence of an Event of Default hereunder
         and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal,
         bond, debenture, note, coupon, security, or other paper or document
         unless requested in writing to do so by the Holders of not less than a
         majority in aggregate principal amount of the Notes then outstanding;
         provided that, if the payment within a reasonable time to the Trustee
         of the costs, expenses or liabilities likely to be incurred by it in
         the making of such investigation is, in the opinion of the Trustee, not
         reasonably assured to the Trustee by the security afforded to it by the
         terms of this Indenture, the Trustee may require reasonable indemnity
         against such expenses or liabilities as a condition to proceeding; the
         reasonable expenses of every such investigation shall be paid by the
         Company or, if paid by the Trustee or any predecessor trustee, shall be
         repaid by the Company upon demand; and

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

                  SECTION 7.03 Trustee Not Responsible for Recitals, Disposition
of Notes or Application of Proceeds Thereof. The recitals contained herein and
in the Notes, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any of the Notes or of the proceeds thereof.

                  SECTION 7.04 Trustee and Agents May Hold Notes; Collections,
etc. The Trustee or any agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 7.08 and 7.13, if operative, may otherwise deal with the Company and
receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee or such agent.

                  SECTION 7.05 Moneys Held by Trustee. Subject to the provisions
of Section 8.02 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

                  SECTION 7.06 Compensation and Indemnification of Trustee and
Its Prior Claim. The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) to be agreed to in writing by the Trustee and the
Company, and the Company covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including (i) the reasonable
compensation and the expenses and disbursements of its counsel and of



                                       35
<PAGE>   42

all agents and other persons not regularly in its employ and (ii) interest at
the prime rate on any disbursements and advances made by the Trustee and not
paid by the Company within 5 days after receipt of an invoice for such
disbursement or advance) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
the Trustee and each predecessor Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this Indenture or the trusts hereunder and its duties hereunder, including the
costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Company under this Section
7.06 to compensate and indemnify the Trustee and each predecessor Trustee and to
pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Notes, and the Notes are
hereby effectively subordinated to such senior claim to such extent. The
provisions of this Section 7.06 shall survive the termination of this Indenture.

                  SECTION 7.07 Right of Trustee to Rely on Officers'
Certificate, etc. Subject to Sections 7.01 and 7.02, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

                  SECTION 7.08 Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of the TIA, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA.

                  SECTION 7.09 Persons Eligible for Appointment as Trustee. The
Trustee shall at all times be a corporation or banking association having a
combined capital and surplus of at least $50,000,000. If such corporation or
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section 7.09, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of Successor
Trustee. The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Notes by giving written
notice of resignation to the Company and by mailing notice thereof by first
class mail to the Holders of Notes at their last addresses as they shall appear
on the Note register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Noteholder who
has been a bona fide Holder of a Note for at least six months may, subject to
the provisions of Section 7.11, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.



                                       36
<PAGE>   43

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

                      (i) the Trustee shall fail to comply with the provisions
                  of Section 7.08 with respect to any Notes after written
                  request therefor by the Company or by any Noteholder who has
                  been a bona fide Holder of a Note for at least six months; or

                      (ii) the Trustee shall cease to be eligible in accordance
                  with the provisions of Section 7.09 and shall fail to resign
                  after written request therefor by the Company or by any
                  Noteholder; or

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

                      (iv) the Company shall determine that the Trustee has
                  failed to perform its obligations under this Indenture in any
                  material respect;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.11, any Noteholder who has been a bona
fide Holder of a Note for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition a court of
competent jurisdiction for the appointment of a successor trustee.

                  (c) The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding may at any time remove the Trustee and appoint
a successor trustee by delivering to the Trustee so removed, to the successor
trustee so appointed and to the Company the evidence provided for in Section
1.05 of the action in that regard taken by the Noteholders.

                  (d) Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section 7.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

                  SECTION 7.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 7.10 shall execute and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but, nevertheless, on the written
request of the Company or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any such successor trustee, the Company
shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers.
Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.06.



                                       37
<PAGE>   44

                  No successor trustee shall accept appointment as provided in
this Section 7.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Company shall mail notice thereof by first
class mail to the Holders of Notes at their last addresses as they shall appear
in the register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

                  SECTION 7.12 Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation or banking association into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or banking association shall be qualified under
the provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such Notes
so authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificate shall have the full force and
effect that this Indenture provides for the certificate of authentication of the
Trustee; provided, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                  SECTION 7.13 Preferential Collection of Claims Against the
Company. The Trustee shall comply with the provisions of Section 311 of the TIA.

                  SECTION 7.14 Reports by the Trustee. The Trustee shall
transmit to Holders and other persons such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the TIA on or
before July 15 in each year that such report is required, such reports to be
dated as of the immediately preceding May 15.

                  (b) A copy of each such report shall, at the time of such
transmission to Noteholders, be furnished to the Company and be filed by the
Trustee with each stock exchange upon which the Notes are listed and also with
the SEC. The Company agrees to notify the Trustee when and as the Notes become
admitted to trading on any national securities exchange.

                  SECTION 7.15 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall transmit to the
Noteholders, as the names and addresses of such Holders appear on the Note
register, notice by mail of all Defaults which have occurred, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice; provided that, except in
the case of Default in the payment of the principal of, interest on, or other
similar obligation with respect to, any of the Notes, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Noteholders.



                                       38
<PAGE>   45

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01 Discharge of Liability on Notes. When (i) the
Company delivers to the Trustee all outstanding Notes (other than Notes replaced
pursuant to Section 2.07) for cancellation or (ii) all outstanding Notes have
become due and payable and the Company deposits with the Trustee cash or, if
expressly permitted by the terms of the Notes, Common Stock sufficient to pay
all amounts due and owing on all outstanding Notes (other than Notes 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
7.06, 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 of 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 Notes
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 Noteholders 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 Notes without the consent of any
Noteholder for the purposes of, among other things:

                  (1) adding to the Company's covenants for the benefit of the
         Holders;

                  (2) surrendering any right or power conferred upon the
         Company;

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

                  (4) providing for the assumption of the Company's obligations
         to the Holders in the case of a merger, consolidation, conveyance,
         transfer or lease;

                  (5) reducing the Conversion Price, provided that the reduction
         will not adversely affect the interests of Holders in any material
         respect;

                  (6) complying with the requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA;

                  (7) making any changes or modifications to this Indenture
         necessary in connection with the registration of the Notes under the
         Securities Act as contemplated by the registration rights agreement,
         provided that this action does not adversely affect the interests of
         the Holders in any material respect;



                                       39
<PAGE>   46

                  (8) curing any ambiguity or correcting or supplementing any
         defective provision contained in this Indenture; provided that such
         modification or amendment does not, in the good faith opinion of the
         Board of Directors and the Trustee, adversely affect the interests of
         the Holders in any material respect;

                  (9) adding or modifying any other provisions which the Company
         and the Trustee may deem necessary or desirable and which will not
         adversely affect the interests of the Holders in any material respect;

                  (10) complying with Article 5;

                  (11) providing for uncertificated Notes in addition to the
         Certificated Notes so long as such uncertificated Notes are in
         registered form for purposes of the Internal Revenue Code of 1986, as
         amended; or

                  (12) adding to the Company's covenants or obligations under
         this Indenture for the protection of the Holders or surrendering any
         right, power or option conferred by this Indenture on the Company.

                  SECTION 9.02 With Consent of Holders. With the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
at the time outstanding, the Company and the Trustee may amend this Indenture or
the Notes. However, without the consent of each Noteholder affected, an
amendment to this Indenture or the Notes may not:

                  (1) change the maturity of the principal of or any installment
         of interest on any Note (including any payment of liquidated damages);

                  (2) reduce the principal amount of, or any premium or interest
         on (including any payment of liquidated damages), any Note;

                  (3) change the currency of payment of such Note or interest
         thereon;

                  (4) impair the right to institute suit for the enforcement of
         any payment on or with respect to any Note;

                  (5) modify the Company's obligations to maintain an office or
         agency in New York City;

                  (6) except as otherwise permitted or contemplated by
         provisions concerning corporate reorganizations, adversely affect the
         repurchase option of Holders upon a Change in Control or the conversion
         rights of Holders;

                  (7) modify the subordination provisions of the Notes in a
         manner adverse to the Holders; or

                  (8) reduce the percentage in aggregate principal amount of
         Notes outstanding necessary to modify or amend this Indenture or to
         waive any past default.

                  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.

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



                                       40
<PAGE>   47

                  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 Note hereunder is a continuing
consent by the Holder and every subsequent Holder of that Note or portion of the
Note that evidences the same obligation as the consenting Holder's Note, even if
notation of the consent, waiver or action is not made on the Note. However, any
such Holder or subsequent Holder may revoke the consent, waiver or action as to
such Holder's Note or portion of the Note 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
Noteholder.

                  SECTION 9.05 Notation on or Exchange of Notes. Notes
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 Notes 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 Notes.

                  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 be entitled to 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 Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10

                                   CONVERSION

                  SECTION 10.01 Conversion Right and Conversion Price. Subject
to and upon compliance with the provisions of this Article, at the option of the
Holder thereof, any Note or any portion of the principal amount thereof which is
$1,000 or an integral multiple of $1,000 may be converted at the principal
amount thereof, or of such portion thereof, into duly authorized, fully paid and
nonassessable shares of Common Stock, at the Conversion Price, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall expire at the close of business on November 19, 2005.

                  In case a Note or portion thereof is called for redemption,
such conversion right in respect of the Note or the portion so called, shall
expire at the close of business on the Business Day preceding the Redemption
Date, unless the Company defaults in making the payment due upon redemption. In
the case of a Change in Control for which the Holder exercises its repurchase
right with respect to a Note or portion thereof, such conversion right in
respect of the Note or portion thereof shall expire at the close of business on
the Business Day immediately preceding the Change in Control Repurchase Date.



                                       41
<PAGE>   48

                  The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be initially equal to $39.67 per
share of Common Stock. The Conversion Price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of
Section 10.04 hereof.

                  SECTION 10.02 Exercise of Conversion Right. To exercise the
conversion right, the Holder of any Note to be converted shall surrender such
Note duly endorsed or assigned to the Company or in blank, at the office of any
Conversion Agent, accompanied by a duly signed conversion notice substantially
in the form attached to the Note to the Company stating that the Holder elects
to convert such Note or, if less than the entire principal amount thereof is to
be converted, the portion thereof to be converted.

                  Notes surrendered for conversion during the period from the
close of business on any Regular Record Date to the opening of business on the
next succeeding Interest Payment Date shall be accompanied by payment in New
York Clearing House funds or other funds acceptable to the Company of an amount
equal to the interest to be received on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion.

                  Notes shall be deemed to have been converted immediately prior
to the close of business on the day of surrender of such Notes for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Notes as Holders shall cease, and the Person or Persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall cause
to be issued and delivered to such Conversion Agent a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share as provided
in Section 10.03 hereof.

                  In the case of any Note which is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such Notes.

                  If shares of Common Stock to be issued upon conversion of a
Restricted Note, or securities to be issued upon conversion of a Restricted Note
in part only, are to be registered in a name other than that of the Holder of
such Restricted Note, such Holder must deliver to the Conversion Agent a
certificate in substantially the form set forth in the form of Note set forth in
Exhibit A annexed hereto, dated the date of surrender of such Restricted Note
and signed by such Holder, as to compliance with the restrictions on transfer
applicable to such Restricted Note. Neither the Trustee nor any Conversion
Agent, Registrar or Transfer Agent shall be required to register in a name other
than that of the Holder shares of Common Stock or Notes issued upon conversion
of any such Restricted Note not so accompanied by a properly completed
certificate.

                  The Company hereby initially appoints the Trustee as the
Conversion Agent.

                  SECTION 10.03 Fractions of Shares. No fractional shares of
Common Stock shall be issued upon conversion of any Note or Notes. If more than
one Note shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issued upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issued upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment
in respect of such fraction (calculated to the nearest one-100th of a share) in
an amount equal to the same fraction of the quoted price of the Common Stock as
of the Trading Day preceding the date of conversion.



                                       42
<PAGE>   49

                  SECTION 10.04 Adjustment of Conversion Price. The Conversion
Price shall be subject to adjustments, calculated by the Company, from time to
time as follows:

                  (a) In case the Company shall hereafter pay a dividend or make
         a distribution to all holders of the outstanding Common Stock in shares
         of Common Stock, the Conversion Price in effect at the opening of
         business on the date following the date fixed for the determination of
         stockholders entitled to receive such dividend or other distribution
         shall be reduced by multiplying such Conversion Price by a fraction:

                      (1) the numerator of which shall be the number of shares
                  of Common Stock outstanding at the close of business on the
                  Record Date (as defined in Section 10.4(g)) fixed for such
                  determination, and

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

         Such reduction shall become effective immediately after the opening of
         business on the day following the Record Date. 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 Price shall again be adjusted
         to the Conversion Price which would then be in effect if such dividend
         or distribution had not been declared.

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

                  (c) In case the Company shall issue rights or warrants (other
         than any rights or warrants referred to in Section 10.04(d)) to all
         holders of its outstanding shares of Common Stock entitling them to
         subscribe for or purchase shares of Common Stock (or securities
         convertible into Common Stock) at a price per share (or having a
         conversion price per share) less than the Current Market Price (as
         defined in Section 10.04(g)) on the Record Date fixed for the
         determination of stockholders entitled to receive such rights or
         warrants, the Conversion Price shall be adjusted so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect at the opening of business on the date after such Record Date by
         a fraction:

                      (1) the numerator of which shall be the number of shares
                  of Common Stock outstanding at the close of business on the
                  Record Date plus the number of shares which the aggregate
                  offering price of the total number of shares so offered for
                  subscription or purchase (or the aggregate conversion price of
                  the convertible securities so offered) would purchase at such
                  Current Market Price, and

                      (2) the denominator of which shall be the number of shares
                  of Common Stock outstanding on the close of business on the
                  Record Date plus the total number of additional shares of
                  Common Stock so offered for subscription or purchase (or into
                  which the convertible securities so offered are convertible).

         Such adjustment shall become effective immediately after the opening of
         business on the day following the Record Date fixed for determination
         of stockholders entitled to receive such



                                       43
<PAGE>   50

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

                  (d) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock shares of any class of
         capital stock of the Company (other than any dividends or distributions
         to which Section 10.04(a) applies) or evidences of its indebtedness,
         cash or other assets, including securities, but excluding (1) any
         rights or warrants referred to in Section 10.04(c), (2) any stock,
         securities or other property or assets (including cash) distributed in
         connection with a reclassification, change, merger, consolidation,
         statutory share exchange, combination, sale or conveyance to which
         Section 10.11 hereof applies and (3) dividends and distributions paid
         exclusively in cash (the securities described in foregoing clauses (1),
         (2) and (3) hereinafter in this Section 10.04(d) called the "excluded
         securities"), then, in each such case, subject to the second succeeding
         paragraph of this Section 10.04(d), the Conversion Price shall be
         adjusted so that the same shall be equal to the price determined by
         multiplying the Conversion Price in effect immediately prior to the
         close of business on the Record Date (as defined in Section 10.04(g))
         with respect to such distribution by a fraction:

                      (1) the numerator of which shall be the Current Market
                  Price (determined as provided in Section 10.04(g)) on such
                  date less the fair market value (as determined by the Board of
                  Directors, whose determination shall be conclusive and set
                  forth in a Board Resolution) on such date of the portion of
                  the securities so distributed (other than excluded securities)
                  applicable to one share of Common Stock (determined on the
                  basis of the number of shares of the Common Stock outstanding
                  on the Record Date), and

                      (2) the denominator of which shall be such Current Market
                  Price.

         Such reduction shall become effective immediately prior to the opening
         of business on the day following the Record Date. However, in the event
         that the then fair market value (as so determined) of the portion of
         the securities so distributed (other than excluded securities)
         applicable to one share of Common Stock is equal to or greater than the
         Current Market Price 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 of a Note (or any portion
         thereof) the amount of securities so distributed (other than excluded
         securities) such Holder would have received had such Holder converted
         such Note (or portion thereof) immediately prior to such Record Date.
         In the event that such dividend or distribution is not so paid or made,
         the Conversion Price shall again be adjusted to be the Conversion Price
         which would then be in effect if such dividend or distribution had not
         been declared.

                  If the Board of Directors determines the fair market value of
any distribution for purposes of this Section 10.04(d) by reference to the
actual or when issued trading market for any securities comprising all or part
of such distribution (other than excluded securities), it must in



                                       44
<PAGE>   51

doing so consider the prices in such market over the same period (the "Reference
Period") used in computing the Current Market Price pursuant to Section 10.04(g)
to the extent possible, unless the Board of Directors in a Board Resolution
determines in good faith that determining the fair market value during the
Reference Period would not be in the best interest of the Holder.

                  Rights or warrants distributed by the Company to all holders
of Common Stock entitling the holders thereof to subscribe for or purchase
shares of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"):

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

                  (ii) are not exercisable; and

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

shall be deemed not to have been distributed for purposes of this Section
10.04(d) (and no adjustment to the Conversion Price under this Section 10.04(d)
will be required) until the occurrence of the earliest Trigger Event. If such
right or warrant is subject to subsequent events, upon the occurrence of which
such right or warrant shall become exercisable to purchase different securities,
evidences of indebtedness or other assets or entitle the holder to purchase a
different number or amount of the foregoing or to purchase any of the foregoing
at a different purchase price, then the occurrence of each such event shall be
deemed to be the date of issuance and record date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder 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 resulted in an adjustment to the Conversion Price under
this Section 10.04(d):

                  (1) in the case of any such rights or warrants which shall all
         have been redeemed or repurchased without exercise by any holders
         thereof, the Conversion Price shall be readjusted upon such final
         redemption or repurchase to give effect to such distribution or Trigger
         Event, as the case may be, as though it were a cash distribution, equal
         to the per share redemption or repurchase price received by a holder of
         Common Stock with respect to such rights or warrant (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 all of which shall
         have expired or been terminated without exercise, the Conversion Price
         shall be readjusted as if such rights and warrants had never been
         issued.

                  For purposes of this Section 10.04(d) and Sections 10.04(a),
10.04(b) and 10.04(c), any dividend or distribution to which this Section
10.04(d) is applicable that also includes shares of Common Stock, a subdivision
or combination of Common Stock to which Section 10.04(b) applies, or rights or
warrants to subscribe for or purchase shares of Common Stock to which Section
12.04(c) applies (or any combination thereof), shall be deemed instead to be:

                  (1) a dividend or distribution of the evidences of
         indebtedness, assets, shares of capital stock, rights or warrants other
         than such shares of Common Stock, such subdivision or combination or
         such rights or warrants to which Sections 10.04(a), 10.04(b) and
         10.04(c) apply, respectively (and any Conversion Price reduction
         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,
         such subdivision or combination or such rights or warrants (and any
         further Conversion Price reduction



                                       45
<PAGE>   52

         required by Sections 10.04(a), 10.04(b) and 10.04(c) 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 (x) "the date fixed for the determination of
                  stockholders entitled to receive such dividend or other
                  distribution", "Record Date fixed for such determinations" and
                  "Record Date" within the meaning of Section 10.04(a), (y) "the
                  day upon which such subdivision becomes effective" and "the
                  day upon which such combination becomes effective" within the
                  meaning of Section 10.04(b), and (z) as "the date fixed for
                  the determination of stockholders entitled to receive such
                  rights or warrants", "the Record Date fixed for the
                  determination of the stockholders entitled to receive such
                  rights or warrants" and such "Record Date" within the meaning
                  of Section 10.04(c), 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) and any reduction or increase
                  in the number of shares of Common Stock resulting from such
                  subdivision or combination shall be disregarded in connection
                  with such dividend or distribution.

                  (e) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock cash (excluding any cash
         that is distributed upon a reclassification, change, merger,
         consolidation, statutory share exchange, combination, sale or
         conveyance to which Section 10.11 hereof applies or as part of a
         distribution referred to in Section 10.04(d) hereof), in an aggregate
         amount that, combined together with: (1) the aggregate amount of any
         other such distributions to all holders of Common Stock made
         exclusively in cash within the 12 months preceding the date of payment
         of such distribution, and in respect of which no adjustment pursuant to
         this Section 10.04(e) has been made, and (2) the aggregate of any cash
         plus the fair market value (as determined by the Board of Directors,
         whose determination shall be conclusive and set forth in a Board
         Resolution) of consideration payable in respect of any tender offer by
         the Company or any of its subsidiaries for all or any portion of the
         Common Stock concluded within the 12 months preceding the date of such
         distribution, and in respect of which no adjustment pursuant to Section
         10.04(f) hereof has been made, exceeds 10% of the product of the
         Current Market Price (determined as provided in Section 10.04(g)) on
         the Record Date with respect to such distribution times the number of
         shares of Common Stock outstanding on such date, then and in each such
         case, immediately after the close of business on such date, the
         Conversion Price shall be reduced so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to the close of business on such Record Date by a
         fraction:

                      (i) the numerator of which shall be equal to the Current
                  Market Price on the Record Date less an amount equal to the
                  quotient of (x) the excess of such combined amount over such
                  10% and (y) the number of shares of Common Stock outstanding
                  on the Record Date, and

                      (ii) the denominator of which shall be equal to the
                  Current Market Price on such date.

         However, in the event that the then fair market value (as so
         determined) of the portion of the securities so distributed (other than
         excluded securities) applicable to one share of Common Stock is equal
         to or greater than the Current Market Price 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 of a Note
         (or any portion thereof)



                                       46
<PAGE>   53

         the amount of cash such Holder would have received had such Holder
         converted such Note (or portion thereof) immediately prior to such
         Record Date. In the event that such dividend or distribution is not so
         paid or made, the Conversion Price shall again be adjusted to be the
         Conversion Price which would then be in effect if such dividend or
         distribution had not been declared.

                  (f) In case a tender offer made by the Company or any of its
         subsidiaries for all or any portion of the Common Stock shall expire
         and such tender offer (as amended upon the expiration thereof) shall
         require the payment to stockholders (based on the acceptance (up to any
         maximum specified in the terms of the tender offer) of Purchased Shares
         (as defined below)) of an aggregate consideration having a fair market
         value (as determined by the Board of Directors, whose determination
         shall be conclusive and set forth in a Board Resolution) that combined
         together with:

                      (1) the aggregate of the cash plus the fair market value
                  (as determined by the Board of Directors, whose determination
                  shall be conclusive and set forth in a Board Resolution), as
                  of the expiration of such tender offer, of consideration
                  payable in respect of any other tender offers, by the Company
                  or any of its subsidiaries for all or any portion of the
                  Common Stock expiring within the 12 months preceding the
                  expiration of such tender offer and in respect of which no
                  adjustment pursuant to this Section 10.04(f) has been made,
                  and

                      (2) the aggregate amount of any distributions to all
                  holders of the Company's Common Stock made exclusively in cash
                  within 12 months preceding the expiration of such tender offer
                  and in respect of which no adjustment pursuant to Section
                  10.04(e) has been made, exceeds 10% of the product of the
                  Current Market Price (determined as provided in Section
                  10.04(g)) as of the last time (the "Expiration Time") tenders
                  could have been made pursuant to such tender offer (as it may
                  be amended) times the number of shares of Common Stock
                  outstanding (including any tendered shares) on the Expiration
                  Time, then, and in each such case, immediately prior to the
                  opening of business on the day after the date of the
                  Expiration Time, the Conversion Price shall be adjusted so
                  that the same shall equal the price determined by multiplying
                  the Conversion Price in effect immediately prior to close of
                  business on the date of the Expiration Time by a fraction:

                          (i) the numerator of which shall be the number of
                      shares of Common Stock outstanding (including any tendered
                      shares) at the Expiration Time multiplied by the Current
                      Market Price of the Common Stock on the Trading Day next
                      succeeding the Expiration Time, and

                          (ii) the denominator shall be the sum of (x) the fair
                      market value (determined as aforesaid) of the aggregate
                      consideration payable to stockholders based on the
                      acceptance (up to any maximum specified in the terms of
                      the tender offer) of all shares validly tendered and not
                      withdrawn as of the Expiration Time (the shares deemed so
                      accepted, up to any such maximum, being referred to as the
                      "Purchased Shares") and (y) the product of the number of
                      shares of Common Stock outstanding (less any Purchased
                      Shares) on the Expiration Time and the Current Market
                      Price of the Common Stock on the Trading Day next
                      succeeding the Expiration Time.

         Such reduction (if any) shall become effective immediately prior to the
         opening of business on the day following the Expiration Time. In the
         event that the Company is obligated to purchase shares pursuant to any
         such tender offer, but the Company is permanently prevented by
         applicable law from effecting any such purchases or all such purchases
         are rescinded, the Conversion Price shall again be adjusted to be the
         Conversion Price which would then be in effect if such tender offer had
         not been made. If the application of this



                                       47
<PAGE>   54

         Section 10.04(f) to any tender offer would result in an increase in the
         Conversion Price, no adjustment shall be made for such tender offer
         under this Section 10.04(f).

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

                      (1) "Current Market Price" shall mean the average of the
                  daily Closing Prices per share of Common Stock for the ten
                  consecutive Trading Days immediately prior to the date in
                  question; provided, however, that if:

                          (i) the "ex" date (as hereinafter defined) for any
                      event (other than the issuance or distribution requiring
                      such computation) that requires an adjustment to the
                      Conversion Price pursuant to Section 10.04(a), (b), (c),
                      (d), (e) or (f) occurs during such ten consecutive Trading
                      Days, the Closing Price for each Trading Day prior to (ii)
                      the "ex" date for such other event shall be adjusted by
                      multiplying such Closing Price by the same fraction by
                      which the Conversion Price is so required to be adjusted
                      as a result of such other event;

                          (ii) the "ex" date for any event (other than the
                      issuance or distribution requiring such computation) that
                      requires an adjustment to the Conversion Price pursuant to
                      Section 10.04(a), (b), (c), (d), (e) or (f) occurs on or
                      after the "ex" date for the issuance or distribution
                      requiring such computation and prior to the day in
                      question, the Closing Price for each Trading Day on and
                      after the "ex" date for such other event shall be adjusted
                      by multiplying such Closing Price by the reciprocal of the
                      fraction by which the Conversion Price is so required to
                      be adjusted as a result of such other event; and

                          (iii) the "ex" date for the issuance or distribution
                      requiring such computation is prior to the day in
                      question, after taking into account any adjustment
                      required pursuant to clause (i) or (ii) of this proviso,
                      the Closing Price for each Trading Day on or after such
                      "ex" date shall be adjusted by adding thereto the amount
                      of any cash and the fair market value (as determined by
                      the Board of Directors in a manner consistent with any
                      determination of such value for purposes of Section
                      10.04(d) or (f), whose determination shall be conclusive
                      and set forth in a Board Resolution) of the evidences of
                      indebtedness, shares of capital stock or assets being
                      distributed applicable to one share of Common Stock as of
                      the close of business on the day before such "ex" date.

         For purposes of any computation under Section 10.04(f), the Current
         Market Price of the Common Stock on any date shall be deemed to be the
         average of the daily Closing Prices per share of Common Stock for such
         day and the next two succeeding Trading Days; provided, however, that
         if the "ex" date for any event (other than the tender offer requiring
         such computation) that requires an adjustment to the Conversion Price
         pursuant to Section 10.04(a), (b), (c), (d), (e) or (f) occurs on or
         after the Expiration Time for the tender or exchange offer requiring
         such computation and prior to the day in question, the Closing Price
         for each Trading Day on and after the "ex" date for such other event
         shall be adjusted by multiplying such Closing Price by the reciprocal
         of the fraction by which the Conversion Price is so required to be
         adjusted as a result of such other event. For purposes of this
         paragraph, the term "ex" date, when used:

                      (A) 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



                                       48
<PAGE>   55

                  relevant market from which the Closing Price was obtained
                  without the right to receive such issuance or distribution;

                      (B) with respect to any subdivision or combination of
                  shares of Common Stock, means the first date on which the
                  Common Stock trades regular way on such exchange or in such
                  market after the time at which such subdivision or combination
                  becomes effective, and

                      (C) with respect to any tender or exchange offer, means
                  the first date on which the Common Stock trades regular way on
                  such exchange or in such market after the Expiration Time of
                  such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Price are called for pursuant to this Section 10.04, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 10.04 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

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

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

                  (h) The Company may make such reductions in the Conversion
         Price, in addition to those required by Section 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 or rights
         to purchase Common Stock resulting from any dividend or distribution of
         stock (or rights to acquire stock) or from any event treated as such
         for income tax purposes.

                  To the extent permitted by applicable law, the Company from
         time to time may reduce the Conversion Price by any amount for any
         period of time if the period is at least 20 days and the reduction is
         irrevocable during the period and the Board of Directors determines in
         good faith that such reduction would be in the best interests of the
         Company, which determination shall be conclusive and set forth in a
         Board Resolution. Whenever the Conversion Price is reduced pursuant to
         the preceding sentence, the Company shall mail to the Trustee and each
         Holder at the address of such Holder as it appears in the Register a
         notice of the reduction at least 15 days prior to the date the reduced
         Conversion Price takes effect, and such notice shall state the reduced
         Conversion Price and the period during which it will be in effect.

                  (i) No adjustment in the Conversion Price shall be required
         unless such adjustment would require an increase or decrease of at
         least 1% in such price; provided, however, that any adjustments which
         by reason of this Section 10.04(i) 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. No adjustment need be made for a change in
         the par value or no par value of the Common Stock.

                  (j) In any case in which this Section 10.04 provides that an
         adjustment shall become effective immediately after a Record Date for
         an event, the Company may defer until




                                       49
<PAGE>   56

         the occurrence of such event (i) issuing to the Holder of any Note
         converted after such Record Date and before the occurrence of such
         event the additional shares of Common Stock issuable upon such
         conversion by reason of the adjustment required by such event over and
         above the Common Stock issuable upon such conversion before giving
         effect to such adjustment and (ii) paying to such holder any amount in
         cash in lieu of any fraction pursuant to Section 10.03 hereof.

                  (k) 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.

                  (l) If the distribution date for the rights provided in the
         Company's rights agreement, if any, occurs prior to the date a Note is
         converted, the Holder of the Note who converts such Note after the
         distribution date is not entitled to receive the rights that would
         otherwise be attached (but for the date of conversion) to the shares of
         Common Stock received upon such conversion; provided, however, that an
         adjustment shall be made to the Conversion Price pursuant to Section
         10.04(b) as if the rights were being distributed to the common
         stockholders of the Company immediately prior to such conversion. If
         such an adjustment is made and the rights are later redeemed,
         invalidated or terminated, then a corresponding reversing adjustment
         shall be made to the Conversion Price, on an equitable basis, to take
         account of such event.

                  SECTION 10.05 Notice of Adjustments of Conversion Price.
Whenever the Conversion Price is adjusted as herein provided (other than in the
case of an adjustment pursuant to the second paragraph of Section 10.04(h) for
which the notice required by such paragraph has been provided), the Company
shall promptly file with the Trustee and any Conversion Agent other than the
Trustee an Officers' Certificate setting forth the adjusted Conversion Price and
showing in reasonable detail the facts upon which such adjustment is based.
Promptly after delivery of such Officers' Certificate, the Company shall prepare
a notice stating that the Conversion Price has been adjusted and setting forth
the adjusted Conversion Price and the date on which each adjustment becomes
effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Register within 20 days of the effective date of
such adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.

                  SECTION 10.06 Notice Prior to Certain Actions. In case at any
time after the date hereof:

                  (1) the Company shall declare a dividend (or any other
         distribution) on its Common Stock payable otherwise than in cash out of
         its capital surplus or its consolidated retained earnings;

                  (2) the Company shall authorize the granting to the holders of
         its Common Stock of rights or warrants to subscribe for or purchase any
         shares of capital stock of any class (or of securities convertible into
         shares of capital stock of any class) or of any other rights;

                  (3) there shall occur any reclassification of the Common Stock
         of the Company (other than a subdivision or combination of its
         outstanding Common Stock, a change in par value, a change from par
         value to no par value or a change from no par value to par value), or
         any merger, consolidation, statutory share exchange or combination to
         which the Company is a party and for which approval of any shareholders
         of the Company is required, or the sale, transfer or conveyance of all
         or substantially all of the assets of the Company; or



                                       50
<PAGE>   57

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

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.03 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 12.02
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                      (A) the date on which a record is to be taken for the
                  purpose of such dividend, distribution, 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, rights or warrants are to be
                  determined, or

                      (B) the date on which such reclassification, merger,
                  consolidation, statutory share exchange, combination, sale,
                  transfer, conveyance, dissolution, liquidation or winding up
                  is expected to become effective, and the date as of which it
                  is expected that holders of Common Stock of record shall be
                  entitled to exchange their shares of Common Stock for
                  securities, cash or other property deliverable upon such
                  reclassification, merger, consolidation, statutory share
                  exchange, sale, transfer, dissolution, liquidation or winding
                  up.

                  Neither the failure to give such notice nor any defect therein
shall affect the legality or validity of the proceedings or actions described in
clauses (1) through (4) of this Section 10.06.

                  SECTION 10.07 Company to Reserve Common Stock. The Company
shall at all times use its best efforts to reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of fully
paid and nonassessable Common Stock then issuable upon the conversion of all
Notes outstanding.

                  SECTION 10.08 Taxes on Conversions. Except as provided in the
next sentence, the Company will pay any and all taxes (other than taxes on
income) and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Notes pursuant hereto. A Holder
delivering a Note for conversion shall be liable for and will be required to pay
any tax or duty which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that of the
Holder of the Note or Notes to be converted, and no such issue or delivery shall
be made unless the Person requesting such issue has paid to the Company the
amount of any such tax or duty, or has established to the satisfaction of the
Company that such tax or duty has been paid.

                  SECTION 10.09 Covenant as to Common Stock. The Company
covenants that all shares of Common Stock which may be issued upon conversion of
Notes will upon issue be fully paid and nonassessable and, except as provided in
Section 10.08, the Company will pay all taxes, liens and charges with respect to
the issue thereof.

                  SECTION 10.10 Cancellation of Converted Notes. All Notes
delivered for conversion shall be delivered to the Trustee to be canceled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 2.10.

                  SECTION 10.11 Effect of Reclassification, Consolidation,
Merger or Sale. If any of following events occur, namely:



                                       51
<PAGE>   58

                  (1) any reclassification or change of the outstanding shares
         of Common Stock (other than a change in par value, or from par value to
         no par value, or from no par value to par value, or as a result of a
         subdivision or combination),

                  (2) any merger, consolidation, statutory share exchange or
         combination of the Company with another corporation as a result of
         which holders of Common Stock shall be entitled to receive stock,
         securities or other property or assets (including cash) with respect to
         or in exchange for such Common Stock or

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

the Company or the successor or purchasing corporation, 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 if
such supplemental indenture is then required to so comply) providing that such
Note shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) which such Holder would have
been entitled to receive upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance had
such Notes been converted into Common Stock immediately prior to such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise its rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
receivable upon such reclassification, change, merger, consolidation, 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 ("Non-Electing Share"), then for the purposes of this Section 10.11
the kind and amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for each Non-Electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-Electing Shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 10. If, in the case of any such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance, the stock or other securities and assets receivable thereupon by a
holder of shares of Common Stock includes shares of stock or other securities
and assets of a corporation other than the successor or purchasing corporation,
as the case may be, in such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance, then such
supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Board of Directors shall reasonably consider necessary by
reason of the foregoing, including to the extent practicable the provisions
providing for the repurchase rights set forth in Section 3.08 hereof.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at the address of such
Holder as it appears on the Register, within 20 days after execution thereof.
Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture.

                  The above provisions of this Section 10.11 shall similarly
apply to successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

                  If this Section 10.11 applies to any event or occurrence,
Section 10.04 hereof shall not apply.



                                       52
<PAGE>   59

                  SECTION 10.12 Responsibility of Trustee for Conversion
Provisions. The Trustee, subject to the provisions of Section 7.01 hereof, and
any Conversion Agent shall not at any time be under any duty or responsibility
to any Holder of Notes to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or intent
of any such adjustments when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor
any Conversion Agent shall be accountable with respect to the validity or value
(of the kind or amount) of any Common Stock, or of any other securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and it or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Note for
the purpose of conversion; and the Trustee, subject to the provisions of Section
7.01 hereof, and any Conversion Agent shall not be responsible or liable for any
failure of the Company to comply with any of the covenants of the Company
contained in this Article.

                                   ARTICLE 11

                                  SUBORDINATION

                  SECTION 11.01 Agreement to Subordinate. The Company agrees,
and each Holder by accepting a Note agrees, that the Indebtedness, interest and
other obligations of any kind evidenced by the Notes and this Indenture are
subordinated in right of payment, to the extent and in the manner provided in
this Article 11, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

                  SECTION 11.02 Liquidation; Dissolution; Bankruptcy. In the
event of any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relating to the Company or to its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company (except in connection with the
consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety upon the terms and conditions described in Article
5), the holders of Senior Indebtedness will be entitled to receive payment in
full of all Senior Indebtedness, or provision shall be made for such payment in
full, before the Noteholders will be entitled to receive any payment or
distribution of any kind or character (other than any payment or distribution in
the form of equity securities or subordinated securities of the Company or any
successor obligor that, in the case of any such subordinated securities, are
subordinated in right of payment to all Senior Indebtedness that may at the time
be outstanding to at least the same extent as the Notes are so subordinated
(such equity securities or subordinated securities hereinafter being "Permitted
Junior Securities")) on account of principal of, or premium, if any, or
additional interest, if any, or interest on the Notes; and any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (other than a payment or distribution in the form of
Permitted Junior Securities), by set-off or otherwise, to which the Noteholders
or the Trustee would be entitled but for the provisions of this Article 11 shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.



                                       53
<PAGE>   60

                  SECTION 11.03 Default on Designated Senior Indebtedness. (a)
No payment or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Securities), may be made by or on behalf of the Company on account of principal
of, premium, if any, or interest on the Notes or on account of the purchase,
redemption or other acquisition of Notes upon the occurrence of any default in
payment (whether at Stated Maturity, upon scheduled installment, by acceleration
or otherwise) of principal of, premium, if any, or interest on Designated Senior
Indebtedness beyond any applicable grace period (a "Payment Default") until such
Payment Default shall have been cured or waived in writing or shall have ceased
to exist or such Designated Senior Indebtedness shall have been discharged or
paid in full in cash or cash equivalents.

         (b) No payment or distribution of any assets of the Company of any
kind or character, whether in cash, property or securities (other than Permitted
Junior Securities), may be made by or on behalf of the Company on account of
principal of, premium, if any, or interest on the Notes or on account of the
purchase, redemption or other acquisition of Notes for the period specified
below (a "Payment Blockage Period") upon the occurrence of any default or event
of default with respect to any Designated Senior Indebtedness other than any
Payment Default pursuant to which the maturity thereof may be accelerated (a
"Non-Payment Default") and receipt by the Trustee of written notice thereof from
the trustee or other representative of holders of Designated Senior
Indebtedness.

                  The Payment Blockage Period will commence upon the date of
receipt by the Trustee of written notice from the trustee or such other
representative of the holders of the Designated Senior Indebtedness in respect
of which the Non-Payment Default exists and shall end on the earliest of:

                      (i) 179 days thereafter (provided that any Designated
                  Senior Indebtedness as to which notice was given shall not
                  theretofore have been accelerated);

                      (ii) the date on which such Non-Payment Default is cured,
                  waived or ceases to exist;

                      (iii) the date on which such Designated Senior
                  Indebtedness is discharged or paid in full; or

                      (iv) the date on which such Payment Blockage Period shall
                  have been terminated by written notice to the Trustee or the
                  Company from the trustee or such other representative
                  initiating such Payment Blockage Period,

after which the Company will resume making any and all required payments in
respect of the Notes, including any missed payments. In any event, not more than
one Payment Blockage Period may be commenced during any period of 365
consecutive days. No Non-Payment Default that existed or was continuing on the
date of the commencement of any Payment Blockage Period will be, or can be made,
the basis for the commencement of a subsequent Payment Blockage Period, unless
such Non-Payment Default has been cured or waived for a period of not less than
90 consecutive days subsequent to the commencement of such initial Payment
Blockage Period.

                  SECTION 11.04 Acceleration of Notes. If payment of the Notes
is accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Indebtedness of the acceleration.

                  SECTION 11.05 When Distribution Must Be Paid Over. In the
event that, notwithstanding the provisions of Sections 11.02 and 11.03, any
payment or distribution of any kind or character, whether in cash, property or
securities, shall be received by the Trustee or any Noteholder which is
prohibited by such provisions, then and in such event such payment shall be



                                       54
<PAGE>   61

held in trust for the benefit of, and shall be paid over and delivered by such
Trustee or Noteholder to, the trustee or any other representative of holders of
Senior Indebtedness, as their interest may appear, for application to Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full in cash or cash equivalents after giving effect to any concurrent
distribution to or for the holders of Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Noteholders or the Company or any other Person money or assets to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 11, except if such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

                  SECTION 11.06 Notice by the Company. The Company shall
promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of any obligations with respect to the Notes
to violate this Article 11, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness as provided in this
Article 11.

                  SECTION 11.07 Subrogation. After all Senior Indebtedness is
paid in full and until the Notes are paid in full, Noteholders shall be
subrogated (equally and ratably with all other Indebtedness that is equal in
right of payment to the Notes) to the rights of holders of Senior Indebtedness
to receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Noteholders have been applied to the
payment of Senior Indebtedness. A distribution made under this Article 11 to
holders of Senior Indebtedness that otherwise would have been made to
Noteholders is not, as between the Company and Noteholders, a payment by the
Company of the Notes.

                  SECTION 11.08 Relative Rights. This Article 11 defines the
relative rights of Holders and holders of Senior Indebtedness. Nothing in this
Indenture shall: (i) impair, as between the Company and Holders, the obligation
of the Company, which is absolute and unconditional, to pay principal of and
interest on the Notes in accordance with their terms; (ii) affect the relative
rights of Holders and creditors of Holdings other than their rights in relation
to holders of Senior Indebtedness; or (iii) prevent the Trustee or any Holder
from exercising its available remedies upon a Default or Event of Default,
subject to the rights of holders and owners of Senior Indebtedness to receive
distributions and payments otherwise payable to Holders of Notes. If the Company
fails because of this Article 11 to pay principal of or interest on a Note on
the due date, the failure is still a Default or Event of Default.

                  SECTION 11.09 Subordination May Not Be Impaired by the
Company. No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

                  The Trustee and Holders agree that they will not challenge the
validity, enforceability or perfection of any Senior Indebtedness or the liens,
guarantees and security interests securing the same and that as between the
holders of the Senior Indebtedness on the one hand and the Trustee and Holders
on the other, the terms hereof shall govern even if all or part of the Senior
Indebtedness or such liens and security interests are voided, disallowed,
subordinated, set aside or otherwise invalidated in any judicial proceeding or
otherwise, regardless of the theory upon which such action is premised.



                                       55
<PAGE>   62

                  Without in any way limiting the generality of this Section
11.09, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article 11 or the obligations
hereunder of the Holders to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, the
Senior Credit Agreement or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding or secured; (b) sell, exchange,
release, foreclose against or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Indebtedness; (c) release any Person
liable in any manner for the collection of Senior Indebtedness; and (d) exercise
or refrain from exercising any rights against the Company, and Subsidiary
thereof or any other Person.

                  SECTION 11.10 Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of any Senior
Indebtedness, the distribution may be made and the notice given to their
representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 11, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such representative(s) or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, all holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 11.

                  SECTION 11.11 Rights of Trustee and Paying Agent.
Notwithstanding the provisions of this Article 11 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee, and the Trustee and the Paying Agent may continue to make payments on
the Notes, unless a Responsible Officer of the Trustee shall have received at
its Corporate Trust Office at least three Business Days prior to the date of
such payment written notice of facts that would cause the payment of any
obligations with respect to the Notes to violate this Article 11. Only the
Company or representative may give the notice. Nothing in this Article 11 shall
impair the claims of, or payments to, the Trustee under or pursuant to Section
7.06.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

                                   ARTICLE 12

                                  MISCELLANEOUS

                  SECTION 12.01 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 12.02 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:

                 Province Healthcare Company



                                       56
<PAGE>   63
                 105 Westwood Place, Suite 400
                 Brentwood, Tennessee 37207

                 Telephone No.  (615) 371-1377
                 Facsimile No.  (615) 370-1259
                 Attention:  General Counsel

         if to the Trustee:

                 National City Bank
                 c/o National City Bank of Kentucky
                 101 South Fifth Street
                 Louisville, KY 40202
                 Attention: Corporate Trust

                 Telephone No.  (502) 581-5443
                 Facsimile No.  (502) 581-4198

                  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 Noteholder shall be
mailed to the Noteholder, by first-class mail, postage prepaid, at the
Noteholder'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 Noteholder or
any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

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

                  SECTION 12.03 Communication by Holders with Other Holders.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. 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 12.04 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 12.05 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:

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



                                       57
<PAGE>   64

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

                  SECTION 12.07 Rules by Trustee, Paying Agent, Conversion Agent
and Registrar. The Trustee may make reasonable rules for action by or a meeting
of Noteholders. The Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

                  SECTION 12.08 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 Notes, no interest, if any, shall accrue for the
intervening period.

                  SECTION 12.09 GOVERNING LAW. THIS INDENTURE AND THE NOTES WILL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 12.10 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 Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

                  SECTION 12.11 Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

                  SECTION 12.12 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.




                                       58
<PAGE>   65

                  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.


                                    PROVINCE HEALTHCARE COMPANY



                                    By: /s/ Martin S. Rash
                                        ----------------------------------------
                                        Name:  Martin S. Rash
                                        Title: President and Chief Executive
                                               Officer

                                    NATIONAL CITY BANK,
                                    as Trustee



                                    By: /s/ Faith Berning
                                        ----------------------------------------
                                        Name:  Faith Berning
                                        Title: Vice President




                                       59
<PAGE>   66

                                   EXHIBIT A-1

                          [FORM OF FACE OF GLOBAL NOTE]

                  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 NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE 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 NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

                  THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH PROVINCE HEALTHCARE
COMPANY (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (D) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.




                                     A-1-1
<PAGE>   67

THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                  [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]









                                     A-1-2
<PAGE>   68

                           PROVINCE HEALTHCARE COMPANY
                 4 1/2% Convertible Subordinated Notes due 2005

No.                                      CUSIP:  743977AA8
Issue Date:

         PROVINCE HEALTHCARE COMPANY, a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of [_______________] DOLLARS
($[_____________]) on November 20, 2005.

         This Note shall bear interest as specified on the other side of this
Note. This Note is convertible as specified on the other side of this Note.

         Additional provisions of this Note are set forth on the other side of
this Note.

Dated:
       --------------------         PROVINCE HEALTHCARE COMPANY



                                    By:
                                        ----------------------------------------
                                        Name: Martin S. Rash
                                        Title: President and Chief Executive
                                        Officer

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

NATIONAL CITY BANK,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).



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

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






                                     A-1-3
<PAGE>   69

                         [FORM OF REVERSE SIDE OF NOTE]

                  4 1/2% Convertible Subordinated Note due 2005

1. Cash Interest.

                  The Company promises to pay interest in cash on the principal
amount of this Note at the rate per annum of 4 1/2%. The Company will pay cash
interest semiannually in arrears on May 20 and November 20 of each year (each an
"Interest Payment Date") to Holders of record at the close of business on May 5
and November 5 (whether or not a business day) (each a "Regular Record Date"),
as the case may be, immediately preceding such Interest Payment Date. Cash
interest on the Notes will accrue from the most recent date to which interest
has been paid or duly provided or, if no interest has been paid, from the Issue
Date. Cash interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay cash interest on overdue principal, or if
shares of Common Stock (or cash in lieu of fractional shares) in respect of a
conversion of this Note in accordance with the terms of Article 10 of the
Indenture are not delivered when due, at the rate borne by the Notes plus 1% per
annum, and it shall pay interest in cash on overdue installments of cash
interest at the same rate to the extent lawful. All such overdue cash interest
shall be payable on demand.

2. Method of Payment.

                  Subject to the terms and conditions of the Indenture, the
Company will make payments in respect of the principal of, premium, if any, and
cash interest on this Note and in respect of Redemption Prices and Change in
Control Repurchase Prices to Holders who surrender Notes to a Paying Agent to
collect such payments in respect of the Notes. 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. A holder of Notes with an aggregate
principal amount in excess of $5,000,000 will be paid by wire transfer in
immediately available funds at the election of such holder. Any payment required
to be made on any day that is not a Business Day will be made on the next
succeeding Business Day.

3. Paying Agent, Conversion Agent and Registrar.

                  Initially, National City Bank (the "Trustee"), will act as
Paying Agent, Conversion Agent and Registrar. The Company may appoint and change
any Paying Agent, Conversion Agent, Registrar or co-registrar without notice,
other than notice to the Trustee except 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 co-registrar.

4. Indenture.

                  The Company issued the Notes under an Indenture dated as of
November 20, 2000 (the Indenture"), between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Notes are subject to
all such terms, and Noteholders are referred to the Indenture and the TIA for a
statement of those terms.

                  The Notes are general unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture does not limit other indebtedness of the Company,
secured or unsecured.



                                     A-1-4
<PAGE>   70

5. Redemption at the Option of the Company.

                  At any time on or after November 20, 2003, the Company may
redeem as a whole, or from time to time in part, the Notes on at least 30 but
not more than 60 days' notice, at the following prices (expressed in percentages
of the principal amount), together with accrued and unpaid interest to, but
excluding, the date fixed for redemption.

<TABLE>
<CAPTION>
                                                                   Redemption
          During the Twelve Months Commencing                        Price
          -----------------------------------                        -----
 <S>                                                                <C>
          November 20, 2003....................................      101.80%

          November 20, 2004....................................      100.90%
</TABLE>

                  If the Company does not redeem all the Notes, the Trustee will
select the Notes to be redeemed in principal amounts of $1,000 or whole
multiples of $1,000 by lot or on a pro rata basis. If any Notes are to be
redeemed in part only, a new Note or Notes in principal amount equal to the
unredeemed principal portion thereof will be issued. If a portion of a Holder's
Notes is selected for partial redemption and the Holder converts a portion of
its Notes, the converted portion will be deemed to be taken from the portion
selected for redemption.

                  No sinking fund is provided for the Notes.

6. Repurchase by the Company at the Option of the Holder.

                  If a Change in Control occurs, the Holder, at the Holder's
option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase the Notes (or any portion of the
principal amount hereof that is at least $1,000 or an integral multiple thereof,
provided that the portion of the principal amount of this Note to be outstanding
after such repurchase is at least equal to $1,000) at the Change in Control
Repurchase Price in cash, plus any interest accrued and unpaid to the Change in
Control Repurchase Date.

                  Subject to the conditions provided in the Indenture, the
Company may elect to pay the Change in Control Repurchase Price by delivering a
number of shares of Common Stock equal to (i) the Change in Control Repurchase
Price divided by (ii) 95% of the average of the Closing Prices per share for the
five consecutive Trading Days immediately preceding and including the third
Trading Day prior to the Change in Control Repurchase Date.

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

                  A Change in Control Repurchase Notice will be given by the
Company to the Holders as provided in the Indenture. To exercise a repurchase
right, a Holder must deliver to the Trustee a written notice as provided in the
Indenture.

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

7. Notice of Redemption.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at the Holder's registered address. If



                                     A-1-5
<PAGE>   71

money sufficient to pay the Redemption Price of all Notes (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent prior
to or on the Redemption Date, immediately after such Redemption Date interest
ceases to accrue on such Notes or portions thereof. Notes in denominations
larger than $1,000 of principal amount may be redeemed in part but only in
integral multiples of $1,000 of principal amount.

8. Conversion.

                  Subject to the next two succeeding sentences, a Holder of a
Note may convert it into Common Stock of the Company at any time before the
close of business on November 19, 2005. If the Note is called for redemption,
the Holder may convert it at any time before the close of business on the
Business Day preceding the Redemption Date. A Note in respect of which a Holder
has delivered a Change in Control Repurchase Notice exercising the option of
such Holder to require the Company to purchase such Note may be converted only
if such notice of exercise is withdrawn in accordance with the terms of the
Indenture.

                  The initial Conversion Price shall be initially equal to
$39.67 per share of Common Stock, subject to adjustment in certain events
described in the Indenture. The Company shall pay a cash adjustment as provided
in the Indenture in lieu of any fractional share of Common Stock.

                  To convert a Note, a Holder must (1) complete and manually
sign the conversion notice below (or complete and manually sign a facsimile of
such notice) and deliver such notice to the Conversion Agent, (2) surrender the
Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

9. Conversion Arrangement on Call for Redemption.

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

10. Denominations; Transfer; Exchange.

                  The Notes 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 Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Notes selected for redemption (except, in the case of a Note to be redeemed
in part, the portion of the Note not to be redeemed) or any Notes in respect of
which a Change in Control Repurchase Notice has been given and not withdrawn
(except, in the case of a Note to be purchased in part, the portion of the Note
not to be purchased) or any Notes for a period of 15 days before the mailing of
a notice of redemption of Notes to be redeemed.

11. Persons Deemed Owners.

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



                                     A-1-6
<PAGE>   72

12. Unclaimed Money or Notes.

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

13. Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes at the
time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
at the time outstanding. Subject to certain exceptions set forth in the
Indenture, without the consent of any Noteholder, the Company and the Trustee
may amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, to provide for
uncertificated Notes in addition to or in place of certificated Notes or to make
any change that does not adversely affect the rights of any Noteholder, or to
comply with any requirement of the SEC in connection with the qualification of
the Indenture under the TIA.

14. Defaults and Remedies.

                  Under the Indenture, Events of Default include (1) the Company
fails to pay when due the principal of or premium, if any, on any of the Notes
at maturity, upon redemption or exercise of a repurchase right or otherwise,
whether or not such payment is prohibited by Article 11 of the Indenture; (2)
the Company fails to pay an installment of interest (including liquidated
damages, if any) on any of the Notes that continues for 30 days after the date
when due, whether or not such payment is prohibited by Article 11 of the
Indenture; (3) the Company fails to deliver shares of Common Stock, together
with cash in lieu of fractional shares, when such Common Stock or cash in lieu
of fractional shares is required to be delivered upon conversion of a Note and
such failure continues for 10 days after such delivery date; (4) the Company
fails to perform or observe any other term, covenant or agreement contained in
the Notes or the Indenture for a period of 60 days after written notice of such
failure, requiring the Company to remedy the same, shall have been given to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding; (5) (A)
one or more defaults in the payment of principal of or premium, if any, on any
of the Company's Indebtedness aggregating $5.0 million or more, when the same
becomes due and payable at the scheduled maturity thereof, and such default or
defaults shall have continued after any applicable grace period and shall not
have been cured or waived within a 30-day period after the date of such default
or (B) any of the Company's Indebtedness aggregating $5.0 million or more shall
have been accelerated or otherwise declared due and payable, or required to be
prepaid or repurchased (other than by regularly scheduled required prepayment)
prior to the scheduled maturity thereof and such acceleration is not rescinded
or annulled within a 30-day period after the date of such acceleration; and (6)
certain events of bankruptcy, insolvency or reorganization with respect to the
Company or any Significant Subsidiary or any Subsidiaries of the Company which
in the aggregate would constitute a Significant Subsidiary. If an Event of
Default (other than an Event of Default specified in clause (6) or (7) of
Section 6.01 of the Indenture) occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding, may declare all the Notes to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Notes becoming due and payable immediately upon the occurrence of
such Events of Default.

                  Noteholders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may direct the Trustee in its exercise of any



                                     A-1-7
<PAGE>   73

trust or power. The Trustee may withhold from Noteholders notice of any
continuing Default (except a Default in payment of amounts specified in clause
(1) or (2) above) if it determines that withholding notice is in their
interests.

15. Subordination

                  The payment of principal of, premium, if any, and interest on
the Notes will be subordinated in right of payment, as set forth in the
Indenture, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness whether outstanding on the date of the Indenture or
thereafter incurred.

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 Notes 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. No Recourse Against Others.

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

18. Authentication.

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

19. Abbreviations.

                  Customary abbreviations may be used in the name of a
Noteholder 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).

20. GOVERNING LAW.

                  THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

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

                  Province Healthcare Company
                  105 Westwood Place
                  Suite 400
                  Brentwood, Tennessee 37207




                                     A-1-8
<PAGE>   74

<TABLE>
<S>                                                                <C>
              ASSIGNMENT FORM                                              CONVERSION NOTICE

To assign this Note, fill in the form below:                       To convert this Note into Common Stock
                                                                   of the Company, check the box:
I or we assign and transfer this Note to                                            [ ]

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

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

(Insert assignee's soc. sec. or tax ID no.)

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

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

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

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

                                                                   --------------------------------------
and irrevocably appoint _____________________ agent                (Insert other person's soc. sec. or
to transfer this Note on the books of the Company.                 tax ID no.)
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 Note)




                                     A-1-9
<PAGE>   75

                                   EXHIBIT A-2

                           [Form of Certificated Note]

                  THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

                  THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH PROVINCE HEALTHCARE
COMPANY (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (D) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

                  [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]










                                     A-2-1
<PAGE>   76

                           PROVINCE HEALTHCARE COMPANY
                 4 1/2% Convertible Subordinated Notes due 2005

No.                                                          CUSIP:  743977AA8
Issue Date:

                  PROVINCE HEALTHCARE COMPANY, a Delaware corporation, promises
to pay to Cede & Co. or registered assigns, the principal sum of [___________]
DOLLARS ($[__________]) on November 20, 2005.

                  This Note shall bear interest as specified on the other side
of this Note. This Note is convertible as specified on the other side of this
Note.

                  Additional provisions of this Note are set forth on the other
side of this Note.

Dated:
       --------------------         PROVINCE HEALTHCARE COMPANY



                                    By:
                                        ----------------------------------------
                                        Name: Martin S. Rash
                                        Title: President and Chief Executive
                                        Officer

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

NATIONAL CITY BANK,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).



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

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




                                     A-2-2
<PAGE>   77

                                   EXHIBIT B-1

                              Transfer Certificate

                  In connection with any transfer of any of the Notes 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 Note hereby certifies with respect to $____________ principal amount of
the above-captioned Notes presented or surrendered on the date hereof (the
"Surrendered Notes") for registration of transfer, or for exchange or conversion
where the Notes 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 Notes for the reason
checked below:

[ ]      A transfer of the Surrendered Notes is made to the Company or any
         subsidiaries; or

[ ]      The transfer of the Surrendered Notes complies with Rule 144A under the
         U.S. Securities Act of 1933, as amended (the "Securities Act"); or

[ ]      The transfer of the Surrendered Notes is to an institutional accredited
         investor, as described in Rule 501(a)(1), (2), (3) or (7) of Regulation
         D under the Securities Act; or

[ ]      The transfer of the Surrendered Notes is pursuant to an effective
         registration statement under the Securities Act, or

[ ]      The transfer of the Surrendered Notes is pursuant to an offshore
         transaction in accordance with Rule 904 of Regulation S under the
         Securities Act; or

[ ]      The transfer of the Surrendered Notes is pursuant to another available
         exemption from the registration requirement of the Securities Act.

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

[ ]      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.)







                                     B-1-1
<PAGE>   78

                                   EXHIBIT B-2

             Form of Letter to Be Delivered by Accredited Investors

Province Healthcare Company
105 Westwood Place, Suite 400
Brentwood, Tennessee 37207

Attention:  General Counsel
National City Bank
c/o National City Bank of Kentucky
101 South Fifth Street
Louisville, KY 40202

Attention:  Corporate Trust
Telephone No.  (502) 581-5443
Facsimile No.  (502) 581-4198

Dear Sirs:

                  We are delivering this letter in connection with the proposed
transfer of $_____________ principal amount of the 4 1/2% Convertible
Subordinated Notes due 2005 (the "Notes") of Province Healthcare Company (the
"Company"), which are convertible into shares of the Company's Common Stock,
$0.01 par value per share (the "Common Stock").

                  We hereby confirm that:

                  (i) we are an "accredited investor" within the meaning of Rule
         501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
         under the Securities Act (an "Institutional Accredited Investor");

                  (ii) the purchase of Notes by us is for our own account or for
         the account of one or more other Institutional Accredited Investors or
         as fiduciary for the account of one or more trusts, each of which is an
         "accredited investor" within the meaning of Rule 501(a)(7) under the
         Securities Act and for each of which we exercise sole investment
         discretion or (B) we are a "bank," within the meaning of Section
         3(a)(2) of the Securities Act, or a "savings and loan association" or
         other institution described in Section 3(a)(5)(A) of the Securities Act
         that is acquiring Notes fiduciary for the account of one or more
         institutions for which we exercise sole investment discretion;

                  (iii) we have such knowledge and experience in financial and
         business matters that we are capable of evaluating the merits and risks
         of purchasing Notes; and

                  (iv) we are not acquiring Notes with a view to distribution
         thereof or with any present intention of offering or selling Notes or
         the Common Stock issuable upon conversion thereof, except as permitted
         below; provided that the disposition of our property and property of
         any accounts for which we are acting as fiduciary shall remain at all
         times within our control.

                  We understand that the Notes were originally offered and sold
in a transaction not involving any public offering within the United States
within the meaning of the Securities Act and that the Notes and the shares of
Common Stock (the "Notes") issuable upon conversion thereof have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each





                                     B-2-1
<PAGE>   79

account for which we acquire any Notes, that if in the future we decide to
resell or otherwise transfer such Notes prior to the date (the "Resale
Restriction Termination Date") which is two years after the later of the
original issuance of the Notes and the last date on which the Company or an
affiliate of the Company was the owner of the Note, such Notes may be resold or
otherwise transferred only (i) to the Company or any subsidiary thereof, or (ii)
for as long as the Notes are eligible for resale pursuant to Rule 144A, to a
person it reasonably believes is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) that purchases for its own account or for
the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A, or (iii) to an Institutional
Accredited Investor that is acquiring the Note for its own account, or for the
account of such Institutional Accredited Investor for investment purposes and
not with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act, or (iv) pursuant to another available exemption
from registration under the Securities Act (if applicable), or (v) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Notes. We further agree to provide
any person purchasing any of the Notes other than pursuant to clause (v) above
from us a notice advising such purchaser that resales of such Notes are
restricted as stated herein. We understand that the trustee or the transfer
agent, as the case may be, for the Notes will not be required to accept for
registration of transfer any Notes pursuant to (iii) or (iv) above except upon
presentation of evidence satisfactory to the Company that the foregoing
restrictions on transfer have been complied with. We further understand that any
Notes will be in the form of definitive physical certificates and that such
certificates will bear a legend reflecting the substance of this paragraph other
than certificates representing Notes transferred pursuant to clause (v) above.

                  We acknowledge that the Company, others and you will rely upon
our confirmations, acknowledgments and agreements set forth herein, and we agree
to notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

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


                                    --------------------------------------------
                                    (Name of Purchaser)



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










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