<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

================================================================================

                               OPEN SOLUTIONS INC.

                 SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2035

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

                                    INDENTURE

                          DATED AS OF FEBRUARY 2, 2005

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

                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE

================================================================================

<PAGE>

                               TABLE OF CONTENTS

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                                                                                         PAGE
                                          ARTICLE 1
                         DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions................................................................   1
Section 1.02 Other Definitions..........................................................  10
Section 1.03 Trust Indenture Act Provisions.............................................  11
Section 1.04 Rules Of Construction......................................................  11

                                          ARTICLE 2

                                       THE SECURITIES

Section 2.01 Form And Dating............................................................  12
Section 2.02 Execution And Authentication...............................................  14
Section 2.03 Registrar, Paying Agent and Conversion Agent...............................  14
Section 2.04 Paying Agent To Hold Money In Trust........................................  15
Section 2.05 Lists of Holders of Securities.............................................  15
Section 2.06 Transfer And Exchange......................................................  15
Section 2.07 Replacement Securities.....................................................  17
Section 2.08 Outstanding Securities.....................................................  17
Section 2.09 Treasury Securities........................................................  18
Section 2.10 Temporary Securities.......................................................  18
Section 2.11 Cancellation...............................................................  18
Section 2.12 Legend; Additional Transfer And Exchange Requirements......................  19
Section 2.13 CUSIP Numbers..............................................................  23

                                          ARTICLE 3

                                   REDEMPTION AND PURCHASE

Section 3.01 To Redeem; Notice To Trustee...............................................  23
Section 3.02 Selection Of Securities To Be Redeemed.....................................  23
Section 3.03 Notice Of Redemption.......................................................  24
Section 3.04 Effect Of Notice Of Redemption.............................................  25
Section 3.05 Deposit Of Redemption Price................................................  25
Section 3.06 Securities Redeemed In Part................................................  26
Section 3.07 Conversion Arrangement On Call For Redemption..............................  27
Section 3.08 Repurchase Of Securities At Option Of The Holder Upon a
                Change of Control.......................................................  27
Section 3.09 Effect Of Change of Control Repurchase Notice..............................  31
Section 3.10 Deposit Of Change of Control Repurchase Price..............................  31
Section 3.11 Repayment To The Company...................................................  32
Section 3.12 Purchase Of Securities At Option Of The Holder On Specified Dates..........  32
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<S>                                                                                       <C>
Section 3.13 Securities Purchased In Part...............................................  36
Section 3.14 Compliance With Securities Laws Upon Purchase Of Securities................  36
Section 3.15 Purchase Of Securities In Open Market......................................  36

                                          ARTICLE 4

                                         CONVERSION

Section 4.01 Conversion Privilege And Conversion Rate...................................  37
Section 4.02 Conversion Procedure.......................................................  41
Section 4.03 Fractional Shares..........................................................  42
Section 4.04 Taxes On Conversion........................................................  42
Section 4.05 Company To Provide Stock...................................................  43
Section 4.06 Adjustment Of Conversion Rate..............................................  43
Section 4.07 No Adjustment..............................................................  49
Section 4.08 [Reserved].................................................................  49
Section 4.09 Notice Of Adjustment.......................................................  49
Section 4.10 Notice Of Certain Transactions.............................................  50
Section 4.11 Effect Of Reclassification, Consolidation, Merger Or Sale On Conversion
                       Privilege........................................................  50
Section 4.12 Trustee's Disclaimer.......................................................  51
Section 4.13 Voluntary Increase.........................................................  51
Section 4.14 Payment of Cash in Lieu of Common Stock....................................  52

                                          ARTICLE 5

                                          COVENANTS

Section 5.01 Payment Of Securities......................................................  53
Section 5.02 SEC and Other Reports......................................................  53
Section 5.03 Compliance Certificates....................................................  54
Section 5.04 Further Instruments And Acts...............................................  54
Section 5.05 Maintenance Of Corporate Existence.........................................  54
Section 5.06 Rule 144A Information Requirement..........................................  54
Section 5.07 Stay, Extension And Usury Laws.............................................  55
Section 5.08 Payment Of Liquidated Damages..............................................  55
Section 5.09 Maintenance of Office or Agency............................................  55

                                          ARTICLE 6

                    CONSOLIDATION; MERGER; CONVEYANCE; TRANSFER OR LEASE

Section 6.01 Company May Consolidate, Etc., Only On Certain Terms.......................  56
Section 6.02 Successor Substituted......................................................  56
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<S>                                                                                       <C>
                                          ARTICLE 7

                                    DEFAULT AND REMEDIES

Section 7.01 Events Of Default..........................................................  57
Section 7.02 Acceleration...............................................................  59
Section 7.03 Other Remedies.............................................................  59
Section 7.04 Waiver Of Defaults And Events Of Default...................................  60
Section 7.05 Control By Majority........................................................  60
Section 7.06 Limitations On Suits.......................................................  60
Section 7.07 Rights Of Holders To Receive Payment And To Convert........................  61
Section 7.08 Collection Suit By Trustee.................................................  61
Section 7.09 Trustee May File Proofs Of Claim...........................................  61
Section 7.10 Priorities.................................................................  62
Section 7.11 Undertaking For Costs......................................................  62

                                          ARTICLE 8

                                           TRUSTEE

Section 8.01 Obligations Of Trustee.....................................................  63
Section 8.02 Rights Of Trustee..........................................................  64
Section 8.03 Individual Rights Of Trustee...............................................  65
Section 8.04 Trustee's Disclaimer.......................................................  65
Section 8.05 Notice Of Default Or Events Of Default.....................................  65
Section 8.06 Reports By Trustee To Holders..............................................  65
Section 8.07 Compensation And Indemnity.................................................  66
Section 8.08 Replacement Of Trustee.....................................................  66
Section 8.09 Successor Trustee By Merger, Etc...........................................  67
Section 8.10 Eligibility; Disqualification..............................................  67
Section 8.11 Preferential Collection Of Claims Against Company..........................  68

                                          ARTICLE 9

                           SATISFACTION AND DISCHARGE OF INDENTURE

Section 9.01 Satisfaction And Discharge Of Indenture....................................  68
Section 9.02 Application Of Trust Money.................................................  69
Section 9.03 Repayment To Company.......................................................  69
Section 9.04 Reinstatement..............................................................  69

                                         ARTICLE 10

                             AMENDMENTS; SUPPLEMENTS AND WAIVERS

Section 10.01 Without Consent Of Holders................................................  70
Section 10.02 With Consent Of Holders...................................................  71
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<S>                                                                                       <C>
Section 10.03 Compliance With Trust Indenture Act.......................................  72
Section 10.04 Revocation And Effect Of Consents.........................................  72
Section 10.05 Notation On Or Exchange Of Securities.....................................  72
Section 10.06 Trustee To Sign Amendments, Etc...........................................  73
Section 10.07 Effect Of Supplemental Indentures.........................................  73

                                         ARTICLE 11

                                        SUBORDINATION

Section 11.01 Agreement To Subordinate..................................................  73
Section 11.02 Liquidation; Dissolution; Bankruptcy......................................  73
Section 11.03 Default On Designated Senior Indebtedness.................................  74
Section 11.04 Acceleration Of Securities................................................  75
Section 11.05 When Distribution Must Be Paid Over.......................................  75
Section 11.06 Notice By The Company.....................................................  75
Section 11.07 Subrogation...............................................................  75
Section 11.08 Relative Rights...........................................................  76
Section 11.09 Subordination May Not Be Impaired By The Company..........................  76
Section 11.10 Distribution Or Notice To Representative..................................  76
Section 11.11 Rights Of Trustee And Paying Agent........................................  77

                                         ARTICLE 12

                                        MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls..............................................  77
Section 12.02 Notices...................................................................  77
Section 12.03 Communications By Holders With Other Holders..............................  78
Section 12.04 Certificate And Opinion As To Conditions Precedent........................  78
Section 12.05 Record Date For Vote Or Consent Of Holders of Securities..................  79
Section 12.06 Rules By Trustee, Paying Agent, Registrar And Conversion Agent............  79
Section 12.07 Legal Holidays............................................................  80
Section 12.08 Governing Law.............................................................  80
Section 12.09 No Adverse Interpretation Of Other Agreements.............................  80
Section 12.10 No Recourse Against Others................................................  80
Section 12.11 No Security Interest Created..............................................  80
Section 12.12 Successors................................................................  80
Section 12.13 Multiple Counterparts.....................................................  80
Section 12.14 Separability..............................................................  80
Section 12.15 Table Of Contents, Headings, Etc..........................................  81
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                                       iv

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                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA                                                                                 INDENTURE
SECTION                                                                              SECTION
                                                                                  -------------
<S>                                                                               <C>
Section   310...................................................................    12.01
          310(a)(1).............................................................    8.10
          (a)(2)................................................................    8.10
          (a)(3)................................................................    N.A.**
          (a)(4)................................................................    N.A.
          (a)(5)................................................................    8.10
          (b)...................................................................    8.10
          (c)...................................................................    N.A.
Section   311...................................................................    12.01
          311(a)................................................................    8.11
          (b)...................................................................    8.11
          (c)...................................................................    N.A.
Section   312...................................................................    12.01
          (a)...................................................................    N.A.
          (b)...................................................................    12.03
          (c)...................................................................    12.03
Section   313...................................................................    12.01
          313(a)................................................................    8.06(a)
          (b)(1)................................................................    N.A.
          (b)(2)................................................................    8.06(a)
          (c)...................................................................    8.06(a)
          (d)...................................................................    N.A.
Section   314...................................................................    8.06; 12.01
          314(a)................................................................    N.A.
          (b)...................................................................    11.01(g)
          (c)(1)................................................................    N.A.
          (c)(2)................................................................    N.A.
          (c)(3)................................................................    N.A.
          (d)...................................................................    11.01(f)
          (e)...................................................................    N.A.
          (f)...................................................................    N.A.
Section   315...................................................................    12.01
          315(a)................................................................    8.01(b)
          315(b)................................................................    8.05
          315(d)................................................................    8.01(c)
          315(d)(2).............................................................    8.01(c)
          315(d)(3).............................................................    8.01(c)
          315(e)................................................................    7.11
Section   316...................................................................    12.01
Section   317...................................................................    12.01
Section   318(c)................................................................    12.01
</TABLE>

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

**    N.A. means Not Applicable.

<PAGE>

      THIS INDENTURE dated as of February 2, 2005 is between Open Solutions
Inc., a corporation duly organized under the laws of the State of Delaware (the
"Company"), and U.S. Bank National Association, a national banking association
organized and existing under the laws of the United States, as Trustee (the
"Trustee").

      In consideration of the purchase of the Securities (as defined herein) by
the Holders thereof, both parties agree as follows for the benefit of the other
and for the equal and ratable benefit of the Holders of the Company's Senior
Subordinated Convertible Notes Due 2035.

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01 DEFINITIONS.

      "Accreted Conversion Price" per share of Common Stock as of any day, means
the result obtained by dividing

            (i) the sum of the Issue Price per $1000 Principal Amount at
Maturity of Securities, plus the Accrued Original Issue Discount on such $1000
Principal Amount at Maturity of Securities to but excluding that day, if any, by

            (ii) the then applicable Conversion Rate.

      "Accreted Principal Amount" means, with respect to a Security as of a
date, the Issue Price of the Security plus the Accrued Original Issue Discount
on the Security, if any, as of that date.

      "Accrued Original Issue Discount" means, with respect to a Security as of
a date, the amount of Original Issue Discount, if any, that has accrued on the
Security as of that date.

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

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

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

      "Beneficial Ownership" means the definition such term is given in
accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act.

      "Board of Directors" means either the board of directors of the Company or
any committee of the Board of Directors authorized to act for it with respect to
this Indenture.

                                        1

<PAGE>

      "Business Day" means any weekday that is not a day on which banking
institutions in the City of New York are authorized or obligated by law or
executive order to close or be closed.

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

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

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

      "Change of Control" means (i) the acquisition by any Person of Beneficial
Ownership, directly or indirectly, through a purchase, merger (except as set
forth in clause (ii) below) or other acquisition transaction or series of
transactions, of shares of the Company's capital stock entitling that person to
exercise 50% or more of the total voting power of all shares of the Company's
capital stock entitled to vote generally in elections of directors, other than
any acquisition by the Company, any of its subsidiaries or any of its employee
benefit plans; and (ii) the 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 other disposition of all or substantially
all of the Company's and its subsidiaries' properties and assets, taken as a
whole, to another person, provided that this clause (ii) shall not apply to (A)
any transaction (x) that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of the Company's capital stock
and (z) pursuant to which holders of the Company's capital stock immediately
prior to the transaction are entitled 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 elections of directors of the continuing or surviving person
immediately after the transaction; or (B) any merger, share exchange, transfer
of assets or similar transaction 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. Notwithstanding anything to the
contrary set forth herein, a Change of Control will be deemed not to have
occurred if at least 90% of the consideration (excluding cash payments for
fractional shares and cash payments made in respect of dissenters' appraisal
rights) in a transaction or transactions otherwise constituting a Change in
Control consists of shares of common stock, depositary receipts, ordinary
shares, other certificates or American Depositary Shares representing equity
interests traded on a U.S. national securities exchange or quoted on the NASDAQ
National Market, or which will be so traded or quoted when issued or exchanged
in connection with the transaction or transactions, and as a result of the
transaction or transactions the Securities become convertible into such common
stock, depositary receipts, ordinary shares, other certificates or American
Depositary Shares representing shares of common stock; provided that, with
respect to an entity organized under the laws of a jurisdiction outside the
United States, such entity has a worldwide total market capitalization of its
equity securities of at least US$5 billion before giving effect to the
transaction.

                                        2

<PAGE>

      "Change of Control Effective Date" means the date on which any Change of
Control becomes effective.

      "Change of Control Repurchase Price" of any Security, means the Accreted
Principal Amount of the Security to be purchased plus accrued and unpaid cash
interest, if any, and Liquidated Damages, if any, to, but excluding, the Change
of Control Repurchase Date.

      "Closing Price" means on any Trading Day, the reported last sale price per
share (or if no last sale price is reported, the average of the bid and ask
prices per share or, if more than one in either case, the average of the average
bid and the average ask prices per share) on such date reported by the NASDAQ
National Market or, if the Company's Common Stock is not quoted on the NASDAQ
National Market, as reported by the principal national securities exchange on
which the Company's Common Stock is listed, or if no such prices are available,
the Closing Price per share shall be the fair value of a share of Common Stock
as reasonably determined by the Board of Directors (which determination shall be
conclusive and shall be evidenced by an Officers' Certificate delivered to the
Trustee).

      "Common Stock" means the common stock of the Company, par value $0.01, as
it exists on the date of this Indenture and any shares of any class or classes
of Capital Stock of the Company resulting from any reclassification or
reclassifications thereof, or, in the event of a merger, consolidation or other
similar transaction involving the Company that is otherwise permitted hereunder
in which the Company is not the surviving corporation the common stock, common
equity interests, ordinary shares or depositary shares or other certificates
representing common equity interests of such surviving corporation or its direct
or indirect parent corporation, and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject
to redemption by the Company; provided, however, that if at any time there shall
be more than one such resulting class, the shares of each such class then so
issuable on conversion of Securities shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

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

      "Conversion Rate" mean the rate at which shares of Common Stock shall be
delivered upon conversion, which rate shall be initially 18.3875 shares of
Common Stock for each $1,000 Principal Amount at Maturity of Securities.

      "Conversion Reference Period" means:

            (i) for Securities that are converted after the Company has
specified a Redemption Date, the ten consecutive Trading Days beginning on the
third Trading Day following such Redemption Date; provided that in the case of a
partial redemption, this clause (i) shall only apply to those Securities that
are subject to redemption; and

                                        3

<PAGE>

            (ii) in all other instances, the ten consecutive Trading Days
beginning on the third Trading Day following the Conversion Date.

      "Conversion Value" means, for each $1,000 Principal Amount at Maturity of
Securities, an amount equal to the product of (i) the Conversion Rate in effect
on the Conversion Date and (ii) the average of the Closing Price of the
Company's Common Stock for each of the ten consecutive Trading Days of the
Conversion Reference Period, appropriately adjusted to take into account the
occurrence during the Conversion Reference Period of stock splits and similar
events; provided that after the consummation of a Change of Control in which the
consideration is comprised entirely of cash, subject to the Company's rights
under Section 3.08(d), the amount in clause (ii) of this definition shall be the
cash price per share received by holders of the Company's Common Stock in such
Change of Control.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time the trust created by this Indenture shall be administered, which
office at the date of the execution of this Indenture is located at Goodwin
Square, 225 Asylum Street, 23rd Floor, Hartford, CT 06103; Attention: Elizabeth
Hammer: OSI Senior Subordinated Notes, or at any other time at such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company.

      "Daily Share Amount" means, for each $1,000 Principal Amount at Maturity
of a Security and for each Trading Day of the Conversion Reference Period, a
number of shares equal to (i) the amount of (a) the Closing Price on such
Trading Day, appropriately adjusted to take into account the occurrence during
the Conversion Reference Period of stock splits and similar events, multiplied
by the Conversion Rate in effect on the Conversion Date, less (b) the Accreted
Principal Amount of the Security on the Conversion Date; divided by (ii) the
Closing Price on such Trading Day multiplied by 10.

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

      "Designated Senior Indebtedness" means the Company's obligations under any
particular Senior Indebtedness for which the instrument, agreement, or other
document evidencing the Senior Indebtedness expressly provides that the Senior
Indebtedness shall be "Designated Senior Indebtedness" for purposes of this
Indenture (provided that the instrument, agreement, or other document evidencing
the Senior Indebtedness may place limitations and conditions on the exercise by
the Senior Indebtedness of the rights of Designated Senior Indebtedness).

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

      "Final Maturity Date" means February 2, 2035.

      "GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, including those set forth in (1) the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, (2) the statements and pronouncements
of the Financial Accounting Standards Board, (3) such other statements by such
other entity as approved by a significant segment of the accounting

                                        4

<PAGE>

profession and (4) the rules and regulations of the SEC governing the inclusion
of financial statements (including pro forma financial statements) in
registration statements filed under the Securities Act and periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC.

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

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

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

      (i)   all obligations and other liabilities, contingent or otherwise, of
            such person for borrowed money (including overdrafts), including all
            such obligations and other liabilities accruing or incurred after
            the commencement of any bankruptcy or insolvency proceeding at the
            rate or on the amount specified in the applicable Indebtedness, in
            each case, whether or not a claim therefor is allowed, allowable or
            enforceable in such bankruptcy or insolvency proceeding, 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 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;

      (ii)  all obligations of such person evidenced by credit or loan
            agreements, notes, bonds, debentures or other similar instruments;

      (iii) all obligations and other liabilities, contingent or otherwise, of
            such person 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;

      (iv)  all obligations and liabilities, contingent or otherwise, in respect
            of leases of such person required, in conformity with GAAP, to be
            accounted for as capitalized lease obligations on the consolidated
            balance sheet of such person;

      (v)   all obligations of such person under or in respect of interest rate
            agreements, currency agreements or other swap, cap, floor or collar
            agreements, hedge agreements, forward contracts or similar
            instruments or agreements or foreign currency hedge, exchange or
            purchase or similar instruments or agreements;

                                        5

<PAGE>

      (vi)   the present value of the obligations 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
             any sale and leaseback transaction, including any period for which
             such lease has been extended or may, at the option of the lessor,
             be extended (this present value shall be calculated using a
             discount rate equal to the rate of interest implicit in such
             transaction, determined in accordance with GAAP);

      (vii)  all indebtedness referred to in (but not excluded from) the
             preceding clauses of this definition 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 on or with respect to property owned by such
             person, including, without limitation, accounts and contract
             rights, 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), and all
             obligations of such person with respect to receivable
             securitization facilities;

      (viii) all direct or indirect guarantees or similar arrangements by such
             person of indebtedness referred to in this definition of any other
             person; and

      (ix)   any and all refinancings, replacements, deferrals, renewals,
             extensions and refundings of or amendments, modifications or
             supplements to, any indebtedness, obligation or liability of the
             kind described in the clauses above.

      "Indenture" means this Indenture as amended or supplemented from time to
time pursuant to the terms of this Indenture, including the provisions of the
TIA that are automatically deemed to be a part of this Indenture by operation of
the TIA.

      "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Wachovia Capital Markets, LLC.

      "Interest Payment Date" means February 2 and August 2 of each year after
the Issue Date.

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

      "Issue Price" of any Security means the initial issue price at which the
Security is sold, as set forth on the face of the Security.

      "Liquidated Damages" has the meaning specified in the Registration Rights
Agreement. All references herein to interest accrued or payable as of any date
shall include any Liquidated Damages accrued or payable as of such date as
provided in the Registration Rights Agreement.

                                        6

<PAGE>

      "Non-Payment Default" means any event of default with respect to any
Designated Senior Indebtedness, other than a Payment Default, that has occurred
and is continuing pursuant to which the maturity of such Designated Senior
Indebtedness may be accelerated.

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

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers; provided, however, that for purposes of Sections 4.11
and 5.03, "Officers' Certificate" means a certificate signed by (a) the
principal executive officer, principal financial officer or principal accounting
officer of the Company and (b) one other Officer.

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

      "Original Issue Discount" means the difference between the Issue Price and
the Principal Amount at Maturity of the Security, as set forth on the face of
the Security, which shall accrue as set forth in the form of Security annexed as
Exhibit A.

      "Payment Default" means a default in payment, whether at scheduled
maturity, upon scheduled installment, by acceleration or otherwise, of
principal, or premium, if any, interest or other amounts due on any Senior
Indebtedness that has occurred and is continuing beyond any applicable grace
period.

      "Permitted Junior Securities" means:

            (i) any capital stock and warrants, options or other rights to
acquire the Company's Capital Stock (but excluding any debt securities that are
convertible into, or exchangeable for, the Company's Capital Stock), or

            (ii) any debt securities that are subordinated to all Senior
Indebtedness and to any debt securities issued in exchange for Senior
Indebtedness, in each case to substantially the same extent as, or to a greater
extent than, the Securities are subordinated to Senior Indebtedness under this
Indenture.

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

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

      "Principal Amount at Maturity" of a Security means the principal amount of
the Security as of the Final Maturity Date, as set forth on the face of the
Security.

                                        7

<PAGE>

      "Public Acquirer Change of Control" means any event constituting a Change
of Control that would otherwise give Holders of Securities the right to cause
the Company to redeem the Securities in accordance with Section 3.08, where
either (a) the acquirer or (b) if not the acquirer, a direct or indirect
majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any
direct or indirect majority-owned Subsidiary of the acquirer, a corporation by
which the acquirer is directly or indirectly majority-owned, has a class of
common stock traded on a U.S. national securities exchange or quoted on the
NASDAQ National Market or which will be so traded or quoted when issued or
exchanged in connection with such Change of Control, and the acquirer has
designated such common stock to serve as the public acquirer common stock in the
transaction. "Majority-owned" for the purposes of this definition means having
Beneficial Ownership of more than 50% of the total voting power of the
respective Person's Voting Stock.

      "Public Acquirer Common Stock" means the class of common stock of an
entity referred to in section (a), (b), or (c) of the first sentence of the
definition of Public Acquirer Change of Control that has been designated to
serve as the public acquirer common stock in the transaction.

      "Redemption Date" when used with respect to any Security to be redeemed,
means the date fixed by the Company for such redemption pursuant to Section
3.01.

      "Redemption Price" when used with respect to any Security to be redeemed,
means the sum of the Issue Price, plus Accrued Original Issue Discount, plus
accrued and unpaid cash interest, if any, and Liquidated Damages, if any, to but
excluding the Redemption Date.

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of February 2, 2005, among the Company and the Initial Purchasers, as
amended from time to time in accordance with its terms.

      "Regular Record Date" means, with respect to each Interest Payment Date,
the January 15 or July 15, as the case may be, next preceding such Interest
Payment Date.

      "Restricted Global Security" means a Global Security that is a Restricted
Security.

      "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security annexed as Exhibit A.

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

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

      "SEC" means the Securities and Exchange Commission.

      "Securities" means the $270.0 million aggregate Principal Amount at
Maturity of Senior Subordinated Convertible Notes due 2035, or any of them (each
a "Security"), as amended or supplemented from time to time, that are issued
under this Indenture.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

                                        8

<PAGE>

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

      "Senior Indebtedness" means any Indebtedness of the Company, unless, by
the terms of the instrument creating or evidencing such Indebtedness, the
Indebtedness is expressly designated equal or junior in right of payment to the
Securities; provided that, "Senior Indebtedness" shall not include (a)
Indebtedness evidenced by the Securities and (b) Indebtedness of the Company to
any direct or indirect majority-owned Subsidiary of the Company.

      "Stock Price" means the price paid per share of the Company's Common Stock
in connection with a Change of Control.

      "Significant Subsidiary" means, in respect of any Person, as of any date
of determination, a Subsidiary of such Person that would constitute a
"significant subsidiary" as such term is defined under Rule 1-02(w) of
Regulation S-X under the Securities Act.

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

      "TIA" means the Trust Indenture Act of 1939, as amended, and the rules and
regulations thereunder as in effect on the date of this Indenture, except to the
extent that the Trust Indenture Act or any amendment thereto expressly provides
for application of the Trust Indenture Act as in effect on another date.

      "Trading Day" means any day on which the NASDAQ National Market or, if the
Company's Common Stock is not quoted on the NASDAQ National Market, the
principal national securities exchange on which the Company's Common Stock is
listed, is open for trading or, if the applicable Security is not so listed,
admitted for trading or quoted, any Business Day. A Trading Day only includes
those days that have a scheduled closing time of 4:00 p.m. (New York City time)
or the then standard closing time for regular trading on the relevant exchange
or trading system.

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

      "Trust Officer" means, with respect to the Trustee, any officer assigned
to the Corporate Trust Office, and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

                                        9

<PAGE>

      "Vice President" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

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

      SECTION 1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
TERM                                                                 DEFINED IN SECTION
----                                                                 ------------------
<S>                                                                  <C>
"Agent Members"...............................................              2.01
"Bankruptcy Law"..............................................              7.01
"Change of Control Company Notice"............................              3.08
"Change of Control Repurchase Date"...........................              3.08
"Change of Control Repurchase Notice".........................              3.08
"Company Order"...............................................              2.02
"Company Put Right Notice"....................................              3.12
"Conversion Agent"............................................              2.03
"Conversion Date".............................................              4.02
"Current Market Price"........................................              4.06
"DTC".........................................................              2.01
"Depositary"..................................................              2.01
"Determination Date"..........................................              4.06
"Distributed Securities"......................................              4.06
"Distribution Notice".........................................              4.01
"Election Notice".............................................              4.01
"Event of Default"............................................              7.01
"Expiration Date".............................................              4.06
"Expiration Time".............................................              4.06
"Legal Holiday"...............................................             12.07
"Legend"......................................................              2.12
"Make Whole Premium"..........................................              4.01
"Merger Notice"...............................................              4.01
"Notice of Default"...........................................              7.01
"Paying Agent"................................................              2.03
"Payment Blockage Period......................................             11.03
"Primary Registrar"...........................................              2.03
"Public Acquisition Notice"...................................              3.08
"Purchase Agreement"..........................................              2.01
"Purchased Shares"............................................              4.06
"purchases"...................................................              4.06
"Put Right Purchase Date".....................................              3.12
"Put Right Purchase Notice"...................................              3.12
"Put Right Purchase Price"....................................              3.12
"record date".................................................              4.06
</TABLE>

                                       10

<PAGE>

<TABLE>
<CAPTION>
TERM                                                                 DEFINED IN SECTION
----                                                                 ------------------
<S>                                                                  <C>
"QIB".........................................................              2.01
"Receiver"....................................................              7.01
"Registrar"...................................................              2.03
"Rights"......................................................              4.06
"Rights Plan".................................................              4.06
"Spinoff Securities"..........................................              4.06
"Spinoff Valuation Period"....................................              4.06
"tender offer"................................................              4.06
"tendered shares".............................................              4.06
"Trigger Event"...............................................              4.06
"Triggering Distribution".....................................              4.06
</TABLE>

      SECTION 1.03 TRUST INDENTURE ACT PROVISIONS.

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

      "indenture securities" means the Securities;

      "indenture security holder" means a Holder of a Security;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and
"obligor" on the indenture securities means the Company or any other obligor on
the Securities.

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

      SECTION 1.04 RULES OF CONSTRUCTION.

      (a)   Unless the context otherwise requires:

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

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

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

            (4) provisions apply to successive events and transactions;

                                       11

<PAGE>

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

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

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

            (8) all "Article", "Exhibit" and "Section" references are to
      Articles, Exhibits and Sections, respectively, of or to this Indenture
      unless otherwise specified herein, and the terms "herein," "hereof" and
      other words of similar import refer to this Indenture as a whole and not
      to any particular Article, Section or other subdivision.

                                    ARTICLE 2

                                 THE SECURITIES

      SECTION 2.01 FORM AND DATING.

      The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange or automated
quotation system rule or regulation or usage. The Company shall provide any such
notations, legends or endorsements to the Trustee in writing. Each Security
shall be dated the date of its authentication. The Securities are being offered
and sold by the Company pursuant to a Purchase Agreement dated January 27, 2005
(the "Purchase Agreement") among the Company and the Initial Purchasers, in
transactions exempt from, or not subject to, the registration requirements of
the Securities Act.

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

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

                                       12

<PAGE>

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

      Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (1) 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 (2)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

      (c) Book Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(c), authenticate and deliver
initially one or more Global Securities that (1) shall be registered in the name
of the Depositary or its nominee, (2) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions and (3) shall bear
legends substantially to the following effect:

      "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
      OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
      HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
      PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
      WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
      INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
      DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR
      SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
      ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE
      AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
      IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
      BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
      DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
      THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
      OF SUCH SUCCESSOR DEPOSITARY."

                                       13

<PAGE>

      SECTION 2.02 EXECUTION AND AUTHENTICATION.

      (a) The aggregate Principal Amount at Maturity of Securities which may be
authenticated and delivered under this Indenture is limited to $270,000,000,
except as provided in Sections 2.06 and 2.07.

      (b) An Officer shall sign the Securities for the Company by manual or
facsimile signature. Typographic and other minor errors or defects in any such
facsimile signature shall not affect the validity or enforceability of any
Security that has been authenticated and delivered by the Trustee.

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

      (d) A Security shall not be valid until an authorized signatory of the
Trustee by manual or facsimile signature signs the certificate of authentication
on the Security. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.

      (e) The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate Principal Amount at Maturity of
up to $270,000,000 upon receipt of a written order or orders of the Company
signed by an Officer of the Company (a "Company Order"). The Company Order shall
specify the amount of Securities to be authenticated, shall provide that all
such Securities will be represented by a Restricted Global Security and the date
on which each original issue of Securities is to be authenticated.

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

      (g) The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 Principal Amount at Maturity and any
integral multiple thereof.

      SECTION 2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

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

                                       14

<PAGE>

      (b) The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, provided that the Agent may be an Affiliate
of the Trustee. The agreement shall implement the provisions of this Indenture
that relate to such Agent. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. If the Company fails to
maintain a Registrar, Paying Agent, Conversion Agent, or agent for service of
notices and demands in any place required by this Indenture, or fails to give
the foregoing notice, the Trustee shall act as such. The Company or any
Affiliate of the Company may act as Paying Agent (except for the purposes of
Section 5.01 and Article 9).

      (c) The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Custodian and Conversion Agent, and designates the Corporate Trust
Office of the Trustee and the office or agency of U.S. Bank Trust National
Association, an Affiliate of the Trustee, in the Borough of Manhattan, The City
of New York, which office at the date of the execution of this Indenture is
located at 101 Wall Street, Suite 1600, New York, NY 10005 Mail Station:
Ex-NY-Wall as the Corporate Trust Office.

      SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

      Prior to 10:00 a.m., New York City time, on each due date of the payment
of principal of, or interest on, any Securities, the Company shall deposit a sum
sufficient to pay such principal or interest so becoming due. Subject to
Sections 9.02 and 11.05, a Paying Agent shall hold in trust for the benefit of
Holders of Securities or the Trustee all money held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall notify the
Trustee of any failure by the Company (or any other obligor on the Securities)
to make any such payment. If the Company or an Affiliate of the Company acts as
Paying Agent, it shall, before 10:00 a.m., New York City time, on each due date
of the principal of, or interest on, any Securities, segregate the money and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee, and the Trustee may at any
time during the continuance of any Default, upon written request to a Paying
Agent, require such Paying Agent to pay forthwith to the Trustee all sums so
held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than
the Company) shall have no further liability for the money.

      SECTION 2.05 LISTS OF HOLDERS OF SECURITIES.

      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
Holders of Securities. If the Trustee is not the Primary Registrar, the Company
shall furnish to the Trustee on or before each Interest Payment Date and at such
other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of
Holders of Securities.

      SECTION 2.06 TRANSFER AND EXCHANGE.

      (a) Subject to compliance with any applicable additional requirements
contained in Section 2.12, when a Security is presented to a Registrar with a
request to register a transfer thereof or to exchange such Security for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as

                                       15

<PAGE>

requested; provided, however, that every Security presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by an
assignment form and, if applicable, a transfer certificate each in the form
included in Exhibit A, and completed in a manner satisfactory to the Registrar
and duly executed by the Holder thereof or its attorney duly authorized in
writing. To permit registration of transfers and exchanges, upon surrender of
any Security for registration of transfer or exchange at an office or agency
maintained pursuant to Section 2.03, the Company shall execute and the Trustee
shall authenticate Securities of a like aggregate Principal Amount at Maturity
at the Registrar's request. Any exchange or transfer shall be without charge,
except that the Company or the Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto; provided that this sentence shall not apply to any exchange pursuant to
Section 2.10, 2.12(a), 3.06, 3.13, 4.02(e) or 10.05.

      (b) Neither the Company, any Registrar nor the Trustee shall be required
to exchange or register a transfer of (1) any Securities for a period of 15 days
next preceding mailing of a notice of Securities to be redeemed, (2) any
Securities or portions thereof selected or called for redemption (except, in the
case of redemption of a Security in part, the portion thereof not to be
redeemed), (3) any Securities or portions thereof in respect of which a Change
of Control Repurchase Notice has been delivered and not withdrawn by the Holder
thereof (except, in the case of the purchase of a Security in part, the portion
thereof not to be purchased) or (4) any Securities or portions thereof in
respect of which a Put Right Purchase Notice has been delivered and not
withdrawn by the Holder thereof (except, in the case of the purchase of a
Security in part, the portion thereof not to be purchased).

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

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

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

      (f) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members or other
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                                       16

<PAGE>

      SECTION 2.07 REPLACEMENT SECURITIES.

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

      (b) If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or is about to be purchased or redeemed
by the Company pursuant to Article 3, or converted pursuant to Article 4, the
Company in its discretion may, instead of issuing a new Security, pay, redeem,
purchase or convert such Security, as the case may be.

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

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

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

      SECTION 2.08 OUTSTANDING SECURITIES.

      (a) Securities outstanding at any time are all Securities authenticated by
the Trustee, except for those canceled by it, those redeemed or purchased
pursuant to Article 3, those converted pursuant to Article 4, those delivered to
the Trustee for cancellation or surrendered for transfer or exchange and those
described in this Section 2.08 as not outstanding.

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

      (c) If a Paying Agent (other than the Company or an Affiliate of the
Company) holds in respect of the outstanding Securities on a Redemption Date, a
Change of Control Repurchase Date, a Put Right Purchase Date, or the Final
Maturity Date money sufficient to pay the principal of (including premium, if
any) and accrued interest on Securities (or portions thereof) payable on

                                       17

<PAGE>

that date, then on and after such Redemption Date, Change of Control Repurchase
Date, Put Right Purchase Date, or Final Maturity Date, as the case may be, such
Securities (or portions thereof, as the case may be) shall cease to be
outstanding and cash interest and Original Issue Discount on them shall cease to
accrue; provided that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision thereof
satisfactory to the Trustee has been made.

      (d) Subject to the restrictions contained in Section 2.09, a Security does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.

      SECTION 2.09 TREASURY SECURITIES.

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

      SECTION 2.10 TEMPORARY SECURITIES.

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

      SECTION 2.11 CANCELLATION.

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, redemption, purchase, payment or conversion. The Trustee and
no one else shall cancel, in accordance with its standard procedures, all
Securities surrendered for transfer, exchange, redemption, purchase, payment,
conversion or cancellation and shall dispose of the cancelled Securities in
accordance with its customary procedures or deliver the canceled Securities to
the Company. All Securities which are redeemed, purchased or otherwise acquired
by the Company or any of its Subsidiaries prior to the Final Maturity Date
pursuant to Article 3 shall be delivered to the Trustee for cancellation, and
the Company may not hold or resell such Securities or issue any new Securities
to replace any such Securities or any Securities that any Holder has converted
pursuant to Article 4.

                                       18

<PAGE>

      SECTION 2.12 LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

      (a) If Securities are issued upon the transfer, exchange or replacement of
Securities subject to restrictions on transfer and bearing the legends set forth
on the forms of Securities attached as Exhibit A (collectively, the "Legend"),
or if a request is made to remove the Legend on a Security, the Securities so
issued shall bear the Legend, or the Legend shall not be removed, as the case
may be, unless there is delivered to the Company and the Registrar such
satisfactory evidence, which shall include an Opinion of Counsel if requested by
the Company or such Registrar, 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
Securities are not "restricted" within the meaning of Rule 144 under the
Securities Act; provided that no such evidence need be supplied in connection
with the sale of such Security pursuant to a registration statement that is
effective at the time of such sale. Upon (1) provision of such satisfactory
evidence if requested, or (2) notification by the Company to the Trustee and
Registrar of the sale of such Security pursuant to a registration statement that
is effective at the time of such sale, the Trustee, at the written direction of
the Company, shall authenticate and deliver a Security that does not bear the
Legend. If the Legend is removed from the face of a Security and the Security is
subsequently held by an Affiliate of the Company, the Legend shall be
reinstated.

      (b) A Global Security may not be transferred, in whole or in part, to any
Person other than the Depositary or a nominee or any successor thereof, and no
such transfer to any such other Person may be registered; provided that the
foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

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

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

                                       19

<PAGE>

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,
if requested by the Company or the Registrar, an Opinion of Counsel reasonably
acceptable to the Company and the Registrar and addressed to the Company and the
Registrar, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new
Security, of like tenor and aggregate Principal Amount at Maturity, which shall
not bear the restrictive Legend. The Company shall inform the Trustee of the
effective date of any registration statement registering the offer and sale of
the Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned Opinion of Counsel or registration statement.

As used in Sections 2.12(c) and (d), the term "transfer" encompasses any sale,
pledge, transfer, hypothecation or other disposition of any Security.

      (e) The provisions below shall apply only to Global Securities:

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

            (2) Notwithstanding any other provisions of this Indenture or the
      Securities, a Global Security shall not be exchanged in whole or in part
      for a Security registered, and no transfer of a Global Security in whole
      or in part shall be registered in the name of any Person other than the
      Depositary or one or more nominees thereof; provided that a Global
      Security may be exchanged for Securities registered in the names of any
      person designated by the Depositary in the event that (A) the Depositary
      has notified the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or such Depositary has ceased to be a
      "clearing agency" registered under the Exchange Act, and a successor
      Depositary is not appointed by the Company within 90 days after receiving
      such notice or becoming aware that the Depositary has ceased to be a
      "clearing agency", or (B) an Event of Default has occurred and is
      continuing with respect to the Securities. Any Global Security exchanged
      pursuant to subclause (A) above shall be so exchanged in whole and not in
      part, and any Global Security exchanged pursuant to subclause (B) above
      may be exchanged in whole or from time to time in part as directed by the
      Depositary. Any Security issued in exchange for a Global Security or any
      portion thereof shall be a Global Security; provided further that any such
      Security so issued that is registered in the name of a Person other than
      the Depositary or a nominee thereof shall not be a Global Security.

            (3) Securities issued in exchange for a Global Security or any
      portion thereof shall be issued in definitive, fully registered form,
      without interest coupons, shall have an aggregate Principal Amount at
      Maturity equal to that of such Global Security or portion thereof to be so
      exchanged, shall be registered in such names and be in such authorized
      denominations as the Depositary shall designate and shall bear the
      applicable legends provided for herein. Any Global Security to be
      exchanged in whole shall be surrendered

                                       20

<PAGE>

      by the Depositary to the Trustee, as Registrar. With regard to any Global
      Security to be exchanged in part, either such Global Security shall be so
      surrendered for exchange or, if the Trustee is acting as custodian for the
      Depositary or its nominee with respect to such Global Security, the
      Principal Amount at Maturity thereof shall be reduced, by an amount equal
      to the portion thereof to be so exchanged, by means of an appropriate
      adjustment made on the records of the Trustee. Upon any such surrender or
      adjustment, the Trustee shall authenticate and deliver the Security
      issuable on such exchange to or upon the order of the Depositary or an
      authorized representative thereof.

            (4) Subject to clause (6) of this Section 2.12(e), the registered
      Holder may grant proxies and otherwise authorize any Person, including
      Agent Members and Persons that may hold interests through Agent Members,
      to take any action which a Holder is entitled to take under this Indenture
      or the Securities.

            (5) In the event of the occurrence of any of the events specified in
      clause (1) of this Section 2.12(e), the Company will promptly make
      available to the Trustee a reasonable supply of Certificated Securities in
      definitive, fully registered form, without interest coupons.

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

            (7) At such time as all interests in a Global Security have been
      redeemed, converted, cancelled or exchanged for Securities in certificated
      form, such Global Security shall, upon receipt thereof, be cancelled by
      the Trustee in accordance with standing procedures and instructions
      existing between the Depositary and the Securities Custodian, subject to
      Section 2.11 of this Indenture. At any time prior to such cancellation, if
      any interest in a Global Security is redeemed, converted, canceled or
      exchanged for Securities in certificated form, the principal amount of
      such Global Security shall, in accordance with the standing procedures and
      instructions existing between the Depositary and the Securities Custodian,
      be appropriately reduced, and an endorsement shall be made on such Global
      Security, by the Trustee or the Securities Custodian, at the direction of
      the Trustee, to reflect such reduction.

      (f) Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision thereto),
any stock certificate representing Common Stock issued upon conversion of any
Security shall bear a legend in

                                       21

<PAGE>

substantially the following form, unless such Common Stock has been sold
pursuant to a registration statement that has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer) or transferred in compliance with Rule 144 under the Securities Act
(or any successor provision thereto), or such Common Stock has been issued upon
conversion of Securities that have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act or pursuant
to Rule 144 under the Securities Act (or any successor provision thereto), or
unless otherwise agreed by the Company in writing with written notice thereof to
the transfer agent:

THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT, UNTIL THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE COMMON STOCK
EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK
EVIDENCED HEREBY EXCEPT (A) TO OPEN SOLUTIONS INC. OR ANY PARENT OR SUBSIDIARY
THEREOF, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF
SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 1(D) ABOVE), IT WILL FURNISH TO EQUISERVE TRUST COMPANY, N.A., AS
TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH PERSON TO
WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE
1(D) ABOVE OR UPON ANY TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

      Any such Common Stock as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the

                                       22

<PAGE>

Common Stock, be exchanged for a new certificate or certificates for a like
number of shares of Common Stock, which shall not bear the restrictive legend
required by this Section.

      SECTION 2.13 CUSIP NUMBERS.

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

                                   ARTICLE 3

                             REDEMPTION AND PURCHASE

      SECTION 3.01 TO REDEEM; NOTICE TO TRUSTEE.

      (a) Prior to February 2, 2012, the Securities shall not be redeemable. On
or after February 2, 2012, the Company may, at its option, redeem the Securities
for cash at the Redemption Price, as a whole at any time or from time to time in
part, on any Redemption Date (or in the case of multiple redemptions, Redemption
Dates) fixed by the Company. If a Redemption Date falls after a Regular Record
Date and on or before the related Interest Payment Date, then cash interest on
the Securities payable on such Interest Payment Date will be payable to the
Holders in whose names the Securities are registered at the close of business on
such Regular Record Date.

      (b) If the Company elects to redeem Securities pursuant to this Section
3.01, it shall notify the Trustee, on a date at least 45 days and no more than
60 days prior to the applicable Redemption Date (unless a shorter notice shall
be satisfactory to the Trustee), of the Redemption Date and the principal amount
of Securities to be redeemed. The record date relating to a redemption shall be
selected by the Company and given to the Trustee and shall not be less than five
days after the date of notice to the Trustee.

      SECTION 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

      (a) If less than all of the Securities are to be redeemed, unless the
Applicable Procedures specify otherwise, the Trustee shall select the Securities
to be redeemed within five Business Days after it receives the notice described
in Section 3.01(b). The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption by lot, or in its
discretion, on a pro rata basis or by another method that the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of
any stock exchange or market on which the Securities are listed). Securities in
denominations of $1,000 Principal Amount at Maturity may only be redeemed in
whole. The Trustee may select for redemption portions (equal to $1,000 Principal
Amount at Maturity or any integral multiple thereof) of the Principal Amount at
Maturity of Securities that have denominations larger than $1,000.

                                       23

<PAGE>

Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

      (b) If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (up
to the amount of the redemption) to be the portion selected for redemption.
Securities which have been converted subsequent to the Trustee commencing
selection of Securities to be redeemed but prior to redemption of such
Securities shall be treated by the Trustee as outstanding for the purpose of
such selection.

      (c) In the event of any redemption in part, the Company shall not be
required to (i) issue, register the transfer of or exchange any Security during
a period beginning at the opening of business 15 days before any selection of
Securities for redemption and ending at the close of business on the earliest
date on which the relevant notice of redemption is deemed to have been given to
all Holders of Securities to be redeemed, or (ii) register the transfer or
exchange of any Security so selected for redemption, in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

      SECTION 3.03 NOTICE OF REDEMPTION.

      (a) At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption to each
Holder of Securities to be redeemed at such Holder's address as it appears on
the Registrar's books.

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

            (1) the Redemption Date;

            (2) the Redemption Price;

            (3) the then effective Conversion Rate;

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

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

            (6) that Holders who wish to convert Securities must surrender such
      Securities for conversion no later than the close of business on the
      Business Day immediately preceding the Redemption Date and must satisfy
      the other requirements set forth in paragraph 9 of the Securities and
      Article 4;

            (7) that, unless the Company has failed to make the payment of such
      Redemption Price which is due and payable, Original Issue Discount, cash
      interest and Liquidated Damages, if any, will cease to accrue on and after
      the Redemption Date;

                                       24
<PAGE>

            (8) if any Security is being redeemed in part, the portion of the
      Principal Amount at Maturity of such Security to be redeemed and that,
      after the Redemption Date, upon presentation and surrender of such
      Security, a new Security or Securities in aggregate Principal Amount at
      Maturity equal to the unredeemed portion thereof will be issued; and

            (9) if Certificated Securities have been issued and fewer than all
      the outstanding Securities are to be redeemed, the certificate number and
      the Principal Amounts at Maturity of the particular Securities to be
      redeemed.

      (c)   If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to redemptions. At the
Company's written request, which request shall (1) be irrevocable once given and
(2) set forth all relevant information required by clauses (1) through (9) of
Section 3.03(b), the Trustee shall give the notice of redemption to each Holder
in the Company's name and at the Company's expense; provided, however, that in
all cases, the text of such notice of redemption shall be prepared by the
Company; and provided further that the Company must make such request at least
five Business Days prior to the date by which such notice of redemption must be
given to the Holders in accordance with this Section 3.03.

      SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, except for Securities that are converted on a Conversion Date
prior to the Redemption Date in accordance with the provisions of Article 4. On
or after the Redemption Date and upon presentation and surrender to a Paying
Agent, Securities called for redemption shall be paid at the Redemption Price.

      SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

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

      (b)   If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Redemption Price of any Security for which a notice of
redemption has been tendered and not withdrawn in accordance with this Indenture
then, on the Redemption Date, such Security will cease to be outstanding,
whether or not the Security is delivered to the Paying Agent, and the rights of
the Holder in respect thereof shall terminate (other than the right to receive
the Redemption Price as aforesaid).

                                       25
<PAGE>

      (c)   No Securities may be redeemed by the Company at the option of
Holders if there has occurred and is continuing an Event of Default with respect
to the Securities, other than a Default in the payment of the Redemption Price.
The Paying Agent will promptly return to the respective Holders thereof any
Securities held by it during the continuance of an Event of Default (other than
a failure to pay the applicable Redemption Price).

      (d)   The Redemption Price of $1,000 Principal Amount at Maturity of a
Security for February 2, 2012 and for each February 2 thereafter until the Final
Maturity Date is set forth in the table below. The Redemption Price for a
Security that is redeemed on a Redemption Date between the dates listed on the
table shall also include an additional amount reflecting the Original Issue
Discount that has accrued on such Security since the date in the table below
immediately preceding the actual Redemption Date:

<TABLE>
<CAPTION>
                                      (1)                 (2)
                                   NOTE ISSUE        ACCRUED ORIGINAL           (3)
   REDEMPTION DATE                   PRICE            ISSUE DISCOUNT         (1) + (2)
--------------------               ----------        ----------------       ------------
<S>                                <C>               <C>                    <C>
FEBRUARY 2,..........
2012.................              $   533.56           $     0.00          $    533.56
2013.................              $   533.56           $    14.77          $    548.33
2014.................              $   533.56           $    29.96          $    563.52
2015.................              $   533.56           $    45.56          $    579.12
2016.................              $   533.56           $    61.59          $    595.15
2017.................              $   533.56           $    78.07          $    611.63
2018.................              $   533.56           $    95.01          $    628.57
2019.................              $   533.56           $   112.41          $    645.97
2020.................              $   533.56           $   130.30          $    663.86
2021.................              $   533.56           $   148.68          $    682.24
2022.................              $   533.56           $   167.57          $    701.13
2023.................              $   533.56           $   186.98          $    720.54
2024.................              $   533.56           $   206.94          $    740.50
2025.................              $   533.56           $   227.44          $    761.00
2026.................              $   533.56           $   248.51          $    782.07
2027.................              $   533.56           $   270.16          $    803.72
2028.................              $   533.56           $   292.42          $    825.98
2029.................              $   533.56           $   315.29          $    848.85
2030.................              $   533.56           $   338.79          $    872.35
2031.................              $   533.56           $   362.95          $    896.51
2032.................              $   533.56           $   387.77          $    921.33
2033.................              $   533.56           $   413.28          $    946.84
2034.................              $   533.56           $   439.50          $    973.06
At stated maturity                 $   533.56           $   466.44          $  1,000.00
</TABLE>

      SECTION 3.06 SECURITIES REDEEMED IN PART.

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

                                       26
<PAGE>

      SECTION 3.07 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

      In connection with any redemption of Securities, the Company may arrange
for the purchase and conversion into Common Stock of any Securities called for
redemption by an agreement with one or more investment banks or other purchasers
to purchase such Securities by paying to a Paying Agent (other than the Company
or any of its Affiliates) in trust for the Holders, on or before 10:00 a.m., New
York City time, on the Redemption Date, an amount that, together with any
amounts deposited with such Paying Agent by the Company for the redemption of
such Securities, is not less than the Redemption Price. Notwithstanding anything
to the contrary contained in this Article 3, the obligation of the Company to
pay the Redemption Price of such Securities shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers; provided,
however, that nothing in this Section 3.07 shall relieve the Company of its
obligation to pay the Redemption Price on Securities called for redemption. If
such an agreement with one or more investment banks or other purchasers is
entered into, any Securities called for redemption and not surrendered for
conversion by the Holders thereof prior to the relevant Redemption Date may, at
the option of the Company upon written notice to the Trustee, be deemed, to the
fullest extent permitted by law, acquired by such purchasers from such Holders
and (notwithstanding anything to the contrary contained in Article 4)
surrendered by such purchasers for conversion, all as of 10:00 a.m., New York
City time, on the Redemption Date, subject to payment of the above amount as
aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities
are selected for redemption any such amount paid to it for purchase in the same
manner as it would money deposited with it by the Company for the redemption of
Securities. Without the Paying Agent's prior written consent, no arrangement
between the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Paying Agent as set forth in this
Indenture, and the Company agrees to indemnify the Paying Agent from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Paying Agent in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

      SECTION 3.08 REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A
CHANGE OF CONTROL.

      (a) If a Change of Control occurs prior to the Final Maturity Date, each
Holder of a Security shall have the right (subject to the Company's rights upon
delivery of a Public Acquisition Notice as defined in Section 3.08(f)), at the
option of the Holder, to require the Company to repurchase for cash all or any
portion of the Securities of such Holder equal to $1,000 Principal Amount at
Maturity (or an integral multiple thereof) at the Change of Control Repurchase
Price, on the date that is 30 Business Days after the date of the Change of
Control Company Notice pursuant to subsection 3.08(b) (the "Change of Control
Repurchase Date").

      (b) On or before the 30th day after the Company knows or reasonably should
know that a Change of Control has occurred, the Company shall mail a written
notice of the Change of Control and of the resulting repurchase right to the
Trustee, Paying Agent and to each Holder

                                       27
<PAGE>

(and to beneficial owners as required by applicable law) (the "Change of Control
Company Notice"). The Change of Control Company Notice shall include the form of
a Change of Control Repurchase Notice to be completed by the Holder and shall
state:

            (1)   the events causing such Change of Control;

            (2)   the date (or expected date) of such Change of Control;

            (3)   the last date by which the Change of Control Repurchase Notice
      must be delivered to elect the repurchase option pursuant to this Section
      3.08;

            (4)   the Change of Control Repurchase Date;

            (5)   the Change of Control Repurchase Price;

            (6)   the Holder's right to require the Company to purchase the
      Securities;

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

            (8)   the then effective Conversion Rate and any adjustments to the
      Conversion Rate resulting from such Change of Control;

            (9)   the procedures that the Holder must follow to exercise rights
      under Article 4 and that Securities as to which a Change of Control
      Repurchase Notice has been given may be converted into Common Stock
      pursuant to Article 4 of this Indenture only to the extent that the Change
      of Control Repurchase Notice has been withdrawn in accordance with the
      terms of this Indenture;

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

            (11)  the procedures for withdrawing a Change of Control Repurchase
      Notice;

            (12)  that, unless the Company fails to pay such Change of Control
      Repurchase Price, Securities covered by any Change of Control Repurchase
      Notice will cease to be outstanding and Original Issue Discount, if any,
      or cash interest, if any, and Liquidated Damages, if any, will cease to
      accrue on and after the Change of Control Repurchase Date; and

            (13)  the CUSIP number of the Securities.

At the Company's request, the Trustee shall give such Change of Control Company
Notice in the Company's name and at the Company's expense; provided, that, in
all cases, the text of such Change of Control Company Notice shall be prepared
by the Company. In connection with the delivery of the Change of Control Company
Notice to the Holders, the Company shall publish a notice containing
substantially the same information that is required in the Change of Control
Company Notice in a newspaper of general circulation in the City of New York or
publish information on a website of the Company or through such other public
medium the Company

                                       28
<PAGE>

may use at that time. If any of the Securities is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the Applicable Procedures relating to the purchase of Global
Securities.

      (c)   A Holder may exercise its rights specified in Section 3.08(a) upon
delivery of a written notice (which shall be in substantially the form attached
as Exhibit A and which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's Applicable Procedures) of the exercise of such
rights (a "Change of Control Repurchase Notice") to the Company or any Paying
Agent at any time prior to the close of business on the Business Day next
preceding the Change of Control Repurchase Date, subject to extension to comply
with applicable law.

            (1) The Change of Control Repurchase Notice shall state: (A) the
      certificate number (if such Security is held other than in global form) of
      the Security which the Holder will deliver to be purchased (or, if the
      Security is held in global form, any other items required to comply with
      the Applicable Procedures), (B) the portion of the Principal Amount at
      Maturity of the Security which the Holder will deliver to be purchased and
      (C) that such Security shall be purchased as of the Change of Control
      Repurchase Date pursuant to the terms and conditions specified in the
      Securities and in this Indenture.

            (2) The delivery of a Security for which a Change of Control
      Repurchase Notice has been timely delivered to any Paying Agent and not
      validly withdrawn prior to, on or after the Change of Control Repurchase
      Date (together with all necessary endorsements) at the office of such
      Paying Agent shall be a condition to the receipt by the Holder of the
      Change of Control Repurchase Price therefor.

            (3) The Company shall only be obliged to purchase, pursuant to this
      Section 3.08, a portion of a Security if the Principal Amount at Maturity
      of such portion is $1,000 or an integral multiple of $1,000 (provisions of
      this Indenture that apply to the purchase of all of a Security also apply
      to the purchase of such portion of such Security).

            (4) Notwithstanding anything herein to the contrary, any Holder
      delivering to a Paying Agent the Change of Control Repurchase Notice
      contemplated by this Section 3.08(c) shall have the right to withdraw such
      Change of Control Repurchase Notice in whole or in a portion thereof that
      is a Principal Amount at Maturity of $1,000 or in an integral multiple
      thereof at any time prior to the close of business on the Business Day
      prior to the Change of Control Repurchase Date by delivery of a written
      notice of withdrawal to the Paying Agent in accordance with Section 3.09.

            (5) A Paying Agent shall promptly notify the Company of the receipt
      by it of any Change of Control Repurchase Notice or written withdrawal
      thereof.

            (6) Anything herein to the contrary notwithstanding, in the case of
      Global Securities, any Change of Control Repurchase Notice may be
      delivered or withdrawn and

                                       29
<PAGE>

      such Securities may be surrendered or delivered for purchase in accordance
      with the Applicable Procedures as in effect from time to time.

      (d)   If a Change of Control also constitutes a Public Acquirer
Change of Control, instead of paying the Change of Control Repurchase Price in
cash, and instead of permitting the conversion of Securities as set forth under
Section 4.01, the Company may elect to adjust the Conversion Rate and related
conversion obligation, such that from and after the Change of Control Effective
Date of the Public Acquirer Change of Control the Securities shall be
convertible into shares of Public Acquirer Common Stock.

      (e)   In the event that the Company makes an election pursuant to
Section 3.08(d) hereof, Holders shall not be permitted to require the Company to
repurchase or to convert Securities and the Conversion Rate shall be adjusted by
multiplying the Conversion Rate in effect immediately before the Public Acquirer
Change of Control by the following fraction:

                  (A) the numerator of which shall be (1) in the case of a
            merger, consolidation or binding share exchange pursuant to which
            the Company's Common Stock is converted into cash, securities or
            other property, the value of all cash and any other consideration,
            as determined by the Company's Board of Directors, paid or payable
            per share of Common Stock or (2) in the case of any other Public
            Acquirer Change of Control, the average of the Closing Prices of the
            Company's Common Stock for the five consecutive Trading Days prior
            to but excluding the Change of Control Effective Date of such Public
            Acquirer Change of Control, and

                  (B) the denominator of which will be the average of the
            Closing Prices of the Public Acquirer Common Stock for the five
            consecutive Trading Days prior to but excluding the Change of
            Control Effective Date of such Public Acquirer Change of Control.

      (f)   Within 10 Trading Days prior to but not including the expected
Change of Control Effective Date of a Public Acquirer Change of Control, the
Company shall provide to all Holders of the Securities and the Trustee,
Conversion Agent, and Paying Agent a notification (a "Public Acquisition
Notice") stating whether the Company shall:

                  (A) elect to adjust the Conversion Rate and related conversion
            obligation under Section 3.08(e), in which case the Holders shall
            not have the right (1) to require the Company to repurchase their
            Securities as described in Section 3.08, or (2) to convert
            Securities and, if applicable, receive the Make Whole Premium
            described in Article 4, or

                  (B) not elect to adjust the Conversion Rate and related
            conversion obligation under Section 3.08(e), in which case the
            Holders shall have the right, if applicable, (1) to require the
            Company to repurchase their Securities as described in Section 3.08,
            or (2) to convert Securities and, if applicable, receive the Make
            Whole Premium described in Article 4.

                                       30
<PAGE>

      (g)   The Company shall deposit cash at the time and in the manner
as provided in Section 3.10, sufficient to pay the aggregate Change of Control
Repurchase Price of all Securities to be purchased pursuant to this Section
3.08.

      SECTION 3.09 EFFECT OF CHANGE OF CONTROL REPURCHASE NOTICE.

      (a)   Upon receipt by any Paying Agent of a properly completed Change of
Control Repurchase Notice from a Holder, the Holder of the Security in respect
of which such Change of Control Repurchase Notice was given shall (unless such
Change of Control Repurchase Notice is withdrawn as specified in Section 3.09(b)
or the Company has elected to adjust the Conversion Rate in lieu of permitting
Holders to require the Company to repurchase Securities as described in Section
3.08(d)) thereafter be entitled to receive the Change of Control Repurchase
Price with respect to such Security, subject to the occurrence of the Change of
Control Effective Date. Such Change of Control Repurchase Price shall be paid to
such Holder promptly following the later of (1) the Change of Control Repurchase
Date (provided that the conditions in Section 3.08 have been satisfied) and (2)
the time of delivery of such Security to a Paying Agent by the Holder thereof in
the manner required by Section 3.08(c). Securities in respect of which a Change
of Control Repurchase Notice has been given by the Holder thereof may not be
converted into shares of Common Stock pursuant to Article 4 on or after the date
of the delivery of such Change of Control Repurchase Notice unless such Change
of Control Repurchase Notice has first been validly withdrawn in accordance with
Section 3.09(b) with respect to the Securities to be converted.

      (b)   A Change of Control Repurchase Notice may be withdrawn by means of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Applicable Procedures) of withdrawal delivered by the Holder
to a Paying Agent at any time prior to the close of business on the Business Day
immediately prior to the Change of Control Repurchase Date, specifying (1) the
Principal Amount at Maturity of the Security or portion thereof (which must be a
Principal Amount at Maturity of $1,000 or an integral multiple of $1,000 in
excess thereof) with respect to which such notice of withdrawal is being
submitted, (2) if certificated Securities have been issued, the certificate
number of the Security being withdrawn in whole or in withdrawable part (or if
the Securities are not certificated, such written notice must comply with the
procedures of the Depositary) and (3) the portion of the Principal Amount at
Maturity of the Security that will remain subject to the Change of Control
Repurchase Notice, which portion must be a Principal Amount at Maturity of
$1,000 or an integral multiple thereof.

      SECTION 3.10 DEPOSIT OF CHANGE OF CONTROL REPURCHASE PRICE.

      (a)   On or before 10:00 a.m. New York City time on the Business Day
following the applicable Change of Control Repurchase Date, the Company shall
deposit with the Trustee or with a Paying Agent (other than the Company or an
Affiliate of the Company) an amount of money (in immediately available funds if
deposited on such Change of Control Repurchase Date), sufficient to pay the
aggregate Change of Control Repurchase Price of all the Securities or portions
thereof that are to be purchased on such Change of Control Repurchase Date;
provided

                                       31
<PAGE>

that such deposit shall be made in a manner such that the Trustee or a Paying
Agent shall have immediately available funds on the Change of Control Repurchase
Date.

      (b)   If a Paying Agent or the Trustee holds, in accordance with the terms
hereof, money sufficient to pay the Change of Control Repurchase Price of any
Security for which a Change of Control Repurchase Notice has been tendered and
not withdrawn in accordance with this Indenture then, on the Business Day
following the applicable Change of Control Repurchase Date, such Security will
cease to be outstanding, whether or not the Security is delivered to the Paying
Agent or the Trustee, and Original Issue Discount, cash interest and Liquidated
Damages, if any, shall cease to accrue, and the rights of the Holder in respect
of the Security shall terminate (other than the right to receive the Change of
Control Repurchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities repurchased on or as soon as practicable after
the Change of Control Repurchase Date.

      (c)   No Securities may be purchased by the Company at the option of
Holders upon a Change of Control if there has occurred and is continuing an
Event of Default with respect to the Securities, other than a Default in the
payment of the Change of Control Repurchase Price with respect to the
Securities. The Paying Agent will promptly return to the respective Holders
thereof any Securities (1) with respect to which a Change of Control Repurchase
Notice has been withdrawn in compliance with this Indenture, or (2) held by it
during the continuance of an Event of Default (other than a failure to pay the
Change of Control Repurchase Price). Upon such return of the Securities in
accordance with clause (2) of the preceding sentence, the Change of Control
Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

      (d)   If a Change of Control Repurchase Date falls after a Regular Record
Date and on or before the related Interest Payment Date, then interest on the
Securities payable on such Interest Payment Date will be payable to the Holders
in whose names the Securities are registered at the close of business on such
Regular Record Date.

      SECTION 3.11 REPAYMENT TO THE COMPANY.

      To the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.10 exceeds the aggregate Change of Control Repurchase
Price of the Securities or portions thereof that the Company is obligated to
purchase, then promptly after the Change of Control Repurchase Date the Trustee
or a Paying Agent, as the case may be, shall return any such excess cash to the
Company.

      SECTION 3.12 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIED
DATES.

      (a)   Securities shall be purchased in cash in whole or in part (which
must be equal to $1,000 Principal Amount at Maturity or any integral multiple
thereof) by the Company, at the option of Holders, in accordance with the
provisions of this Section 3.12 and paragraph 8 of the Securities promptly after
February 2, 2012, February 2, 2015, February 2, 2020, February 2, 2025 and
February 2, 2030 (each, a "Put Right Purchase Date"), or the time of the
surrender of the Securities, if later, for cash at a purchase price per Security
(which includes all Accrued Original Issue Discount as of each such date) set
out below:

            (1)   $533.56 per $1,000 Principal Amount at Maturity on February 2,
                  2012

                                       32
<PAGE>

            (2)   $579.12 per $1,000 Principal Amount at Maturity on February 2,
                  2015;

            (3)   $663.86 per $1,000 Principal Amount at Maturity on February 2,
                  2020

            (4)   $761.00 per $1,000 Principal Amount at Maturity on February 2,
                  2025 and

            (5)   $872.35 per $1,000 Principal Amount at Maturity on February 2,
                  2030,

together with accrued but unpaid cash interest, if any, and Liquidated Damages,
if any, up to but not including the applicable Put Right Purchase Date (the "Put
Right Purchase Price"); provided that if the Put Right Purchase Date falls after
a Regular Record Date and on or before the related Interest Payment Date, then
interest on the Securities payable on such Interest Payment Date will instead be
payable to the Holders in whose names the Securities are registered at the close
of business on such Regular Record Date.

      (b)   Unless the Company has issued a notice to redeem the Securities
pursuant to Section 3.03 hereof, the Company shall give written notice of the
applicable Put Right Purchase Date by notice sent by first-class mail to the
Trustee and to each Holder (at its address shown in the register of the
Registrar) not less than 20 Business Days prior to each Put Right Purchase Date
(the "Company Put Right Notice"). Each Company Put Right Notice shall include a
form of Put Right Purchase Notice to be completed by a Holder and shall state:

            (1)   the Put Right Purchase Price, for the applicable Put Right
      Purchase Date and the Conversion Rate then in effect;

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

            (3)   that Securities as to which a Put Right Purchase Notice has
      been given may be converted, if they are otherwise convertible, only in
      accordance with Article 4 and paragraph 9 of the Securities and only to
      the extent that the Put Right Purchase Notice has been withdrawn in
      accordance with the terms of this Indenture;

            (4)   that Securities must be surrendered to the Paying Agent as a
      condition to collecting payment of the Put Right Purchase Price;

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

            (6)   the procedures the Holder must follow to exercise rights under
      this Section 3.12 and a brief description of those rights;

            (7)   briefly, the conversion rights of the Securities, if the
      Securities are convertible at that time;

            (8)   the procedures for withdrawing a Put Right Purchase Notice
      (including a summary of the terms of Section 3.12(g));

                                       33
<PAGE>

            (9)   that, unless the Company fails to pay such Put Right Purchase
      Price on Securities for which a Put Right Purchase Notice has been
      submitted, such Securities shall no longer be outstanding and Original
      Issue Discount, if any, and cash interest, if any, and Liquidated Damages,
      if any, on such Securities will cease to accrue on and after the Put Right
      Purchase Date; and

            (10)  the CUSIP number of the Securities.

      (c)   If any of the Securities are to be redeemed in the form of a Global
Security, the Company shall modify such notice to the extent necessary to accord
with the Applicable Procedures relating to repurchases.

      (d)   At the Company's request, the Trustee shall give such Company Put
Right Notice on behalf of the Company and at the Company's expense; provided,
however, that, in all cases, the text of such Company Put Right Notice shall be
prepared by the Company; provided further that the Company shall make such
request and deliver the text of such Company Put Right Notice at least five
Business Days prior to the date by which such Company Put Right Notice must be
given in accordance with this Section 3.12.

      (e)   To exercise its rights pursuant to this Section 3.12, the Holder
shall deliver to the Paying Agent a properly completed put right purchase notice
(each, a "Put Right Purchase Notice") at any time from the opening of business
on the date that is 20 Business Days prior to the applicable Put Right Purchase
Date until the close of business on the Business Day immediately preceding the
Put Right Purchase Date stating:

            (1) if certificated Securities have been issued, the certificate
      number of the Security that the Holder will deliver for repurchase (or if
      the Securities are not certificated, the Put Right Purchase Notice must
      comply with the Applicable Procedures relating to purchases),

            (2) the portion of the Principal Amount at Maturity of the Security
      which the Holder will deliver to be purchased, which portion must be a
      Principal Amount at Maturity of $1,000 or an integral multiple thereof,
      and

            (3) that such Security shall be purchased as of the applicable Put
      Right Purchase Date pursuant to the terms and conditions in this Section
      3.12 and the Securities.

      (f)   The Company shall pay the Put Right Purchase Price for all
Securities with respect to which a Put Right Purchase Notice is given and not
validly withdrawn, upon the later of the Business Day following the applicable
Put Right Purchase Date and delivery of such Securities to the Paying Agent
(together with all necessary endorsements) at the offices of the Paying Agent
(if the Securities are not certificated, such delivery must comply with the
Applicable Procedures relating to purchases). Delivery of such Security shall be
a condition to receipt by the Holder of the Put Right Purchase Price therefor.
The Put Right Purchase Price shall be paid pursuant to this Section 3.12 only if
the Security delivered to the Paying Agent conforms in all respects to the
description thereof in the related Put Right Purchase Notice, as determined by
the Company.

                                       34
<PAGE>

      (g)   Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Put Right Purchase Notice contemplated by
this Section 3.12 shall have the right to withdraw such Put Right Purchase
Notice in whole or in part at any time prior to the close of business on the
Business Day immediately preceding the applicable Put Right Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent specifying:

            (1) the aggregate Principal Amount at Maturity of the Security
      (which must be equal to $1,000 or any integral multiple thereof) with
      respect to which such notice of withdrawal is being submitted,

            (2) the certificate number, if any, of the Security in respect of
      which such notice of withdrawal is being submitted (or, if the Securities
      are not certificated, the withdrawal notice must comply with the
      Applicable Procedures relating to withdrawals), and

            (3) the aggregate Principal Amount at Maturity, if any, of such
      Security which remains subject to the original Put Right Purchase Notice
      and which has been or will be delivered for purchase by the Company.

      (h)   The Paying Agent shall promptly notify the Company of the receipt by
it of any Put Right Purchase Notice or written notice of withdrawal thereof.

      (i)   On or before 10:00 a.m. New York City time on the Business Day
following the applicable Put Right Purchase Date, the Company shall deposit with
the Trustee or with the Paying Agent (or if the Company or an Affiliate of the
Company 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 or after such Put Right Purchase Date) sufficient to pay the
aggregate Put Right Purchase Price of all the Securities or portions thereof
which are to be purchased as of the Put Right Purchase Date.

            (1) If a Paying Agent holds, in accordance with the terms hereof,
      money sufficient to pay the Put Right Purchase Price of any Security for
      which a Put Right Notice has been tendered and not withdrawn, then, on the
      Business Day after the Put Right Purchase Date, such Security will cease
      to be outstanding, and cash interest, Original Issue Discount, and
      Liquidated Damages, if any, shall cease to accrue, whether or not the
      Security is delivered to the Paying Agent, and the rights of the Holder in
      respect of the Security shall terminate (other than the right to receive
      the Put Right Purchase Price as aforesaid).

            (2) The Put Right Purchase Price shall be paid to such Holder with
      respect to Securities for which a Put Right Purchase Notice has been
      tendered and not validly withdrawn, subject to receipt of funds by the
      Paying Agent, promptly after the later of (A) the applicable Put Right
      Purchase Date with respect to such Security (provided that the conditions
      in Section 3.12(f) have been satisfied) and (B) the time of delivery of
      such Security to the Paying Agent by the Holder thereof in the manner
      required by Section 3.12(f). Securities in respect of which a Put Right
      Purchase Notice has been given by the Holder thereof, if convertible
      pursuant to Article 4, may not be converted on or after the

                                       35
<PAGE>

      date of the delivery of such Put Right Purchase Notice, unless such Put
      Right Purchase Notice has first been validly withdrawn as specified in
      Section 3.12(g).

            (3)   To the extent that the aggregate amount of cash deposited by
      the Company pursuant to this Section 3.12(i) exceeds the aggregate Put
      Right Purchase Price of the Securities or portions thereof that the
      Company is obligated to purchase, then promptly after the Put Right
      Purchase Date the Trustee or a Paying Agent, as the case may be, shall
      return any such excess cash to the Company, or if such money is then held
      by the Company in trust, it shall be discharged from the trust.

      (j)   The Company shall only be obligated to purchase, pursuant to this
Section 3.12, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

      (k)   No Securities may be purchased by the Company at the option of
Holders on a Put Right Purchase Date if there has occurred and is continuing an
Event of Default with respect to the Securities, other than a Default in the
payment of the Put Right Purchase Price with respect to such Securities.

      SECTION 3.13 SECURITIES PURCHASED IN PART.

      Any Security that is to be purchased only in part shall be surrendered at
the office of a Paying Agent, and promptly after the Change of Control
Repurchase Date or the Put Right Purchase Date, as the case may be, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder
(which must be equal to $1,000 Principal Amount at Maturity or any integral
thereof), in aggregate Principal Amount at Maturity equal to, and in exchange
for, the portion of the Principal Amount at Maturity of the Security so
surrendered that is not purchased.

      SECTION 3.14 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.

      In connection with any offer to purchase of Securities under Section 3.08
or Section 3.12, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 (or
any successor to either such Rule), and any other tender offer rules, if
applicable, under the Exchange Act, (b) file the related Schedule TO (or any
successor or similar schedule, form or report) if required under the Exchange
Act, and (c) otherwise comply with all federal and state securities laws in
connection with such offer to purchase or purchase of Securities, all so as to
permit the rights of the Holders and obligations of the Company under Sections
3.08 through 3.12 to be exercised in the time and in the manner specified
therein. To the extent that compliance with any such laws, rules and regulations
would result in a conflict with any of the terms hereof, this Indenture is
hereby modified to the extent required for the Company to comply with such laws,
rules and regulations.

      SECTION 3.15 PURCHASE OF SECURITIES IN OPEN MARKET.

      The Company (a) shall, on or prior to the date that is two years from the
latest issuance of any Securities in accordance with Section 2.11 surrender any
Security purchased by the

                                       36
<PAGE>

Company pursuant to this Article 3 to the Trustee for cancellation, and (b)
after such date, may surrender such Security to the Trustee for cancellation as
aforesaid. Any Securities surrendered to the Trustee for cancellation may not be
reissued or resold by the Company and will be canceled promptly in accordance
with Section 2.11. The Company may repurchase Securities in open market and
negotiated transactions.

                                   ARTICLE 4

                                   CONVERSION

      SECTION 4.01 CONVERSION PRIVILEGE AND CONVERSION RATE.

      (a)   Subject to and upon compliance with the provisions of this Article
4, including the right of the Company to pay some or all of the conversion
consideration in cash in accordance with Section 4.14, at the option of the
Holder thereof, any Security or portion thereof that is an integral multiple of
$1,000 Principal Amount at Maturity may be converted into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of Common Stock prior to the close of business on the Business Day
immediately preceding the Final Maturity Date or such earlier date set forth in
this Article 4, unless previously redeemed by the Company or purchased by the
Company at the Holders' option, at the Conversion Rate in effect at such time,
determined as hereinafter provided, in effect at the time of conversion and
subject to the adjustments described below, only under the following
circumstances:

            (1) during any calendar quarter commencing after March 31, 2005, and
      only once during such calendar quarter, if, as of the last day of the
      immediately preceding calendar quarter, the Closing Price per share of the
      Common Stock for at least 20 Trading Days in the period of the 30
      consecutive Trading Days ending on the last Trading Day of such calendar
      quarter was more than 130% of the Accreted Conversion Price;

            (2) until the close of business on the Business Day immediately
      preceding the Redemption Date if the Company elects to redeem the relevant
      Security pursuant to Article 3;

            (3) if the Company distributes to all holders of Common Stock rights
      or warrants entitling them to purchase, for a period expiring within 45
      days of the date of issuance, Common Stock at less than the Closing Price
      per share of the Common Stock on the day of issuance;

            (4) if the Company distributes to all holders of Common Stock,
      assets, debt securities or rights to purchase the Company's securities,
      which distribution has a per share value exceeding 7.5% of the Closing
      Price per share of the Common Stock on the Business Day preceding the
      declaration date for such distribution;

            (5) subject to the Company's rights under Section 3.08(d), if the
      Company is a party to a consolidation, merger or binding share exchange
      pursuant to which the Company's Common Stock would be converted into cash,
      securities or other property, or a transfer of all or substantially all of
      its and its Subsidiaries' assets (unless the transaction also constitutes
      a Change of Control);

                                       37
<PAGE>

            (6) subject to the Company's rights under Section 3.08(d), if a
      Change of Control occurs; or

            (7) at any time during the period beginning ten Trading Days prior
      to the Final Maturity Date and ending at the close of business on the
      Business Day immediately preceding the Final Maturity Date.

      (b)   In the case of a distribution contemplated by clauses (3) and (4) of
Section 4.01(a), the Company shall notify Holders at least 20 days prior to the
ex-dividend date for such distribution (the "Distribution Notice"). Once the
Company has given the Distribution Notice, Holders may surrender their
Securities for conversion at any time until the earlier of the close of business
on the last Business Day preceding the date of such distribution or the
Company's announcement that such distribution will not take place. In the event
of a distribution contemplated by clauses (3) and (4) of Section 4.01(a),
Holders may not convert the Securities if the Holders will otherwise participate
in such distribution without converting their Securities. The Company will
provide written notice to the Conversion Agent as soon as reasonably practicable
of any anticipated or actual event or transaction that will cause or causes the
Securities to become convertible pursuant to clauses (3) or (4) of Section
4.01(a).

      (c)   In the case of a transaction contemplated by clause (5) of Section
4.01(a), the Company will notify Holders at least 20 days prior to the
anticipated effective date of such transaction (the "Merger Notice"). Holders
may surrender Securities for conversion at any time from and after the date
which is 15 days prior to the anticipated effective date of such transaction
until (but not including) the date which is 15 days after the actual effective
date of such transaction.

      (d)   In the case of a transaction contemplated by clause (6) of Section
4.01(a), the Company will notify the Holders and Trustee at least 10 Trading
Days prior to the Change of Control Effective Date of any Change of Control that
the Company knows or reasonably should know will occur. Subject to Section
3.08(d) hereof, Holders may surrender Securities for conversion at any time
beginning 10 Trading Days before the anticipated Change of Control Effective
Date of a Change of Control and until the Change of Control Repurchase Date.

      (e)   For each calendar quarter of the Company, beginning with the
calendar quarter ending March 31, 2005, the Conversion Agent, on behalf of the
Company, will determine, on the first Business Day following the last Trading
Day of such calendar quarter, whether the Securities are convertible pursuant to
clause (1) of Section 4.01(a), and, if so, will notify the Trustee and the
Company in writing.

      (f)   The conversion rights pursuant to this Article 4 shall commence on
the initial issuance date of the Securities and expire at the close of business
on the Business Day immediately preceding the Final Maturity Date, but shall be
exercisable only during the time periods specified with respect to each
circumstance pursuant to which the Securities become convertible, subject, in
the case of conversion of any Global Security, to any Applicable Procedures. If
a Security is called for redemption or submitted or presented for purchase
pursuant to Article 3, such conversion right shall terminate at the close of
business on the Business Day immediately preceding the Redemption Date, Put
Right Purchase Date or Change

                                       38
<PAGE>

of Control Repurchase Date for such Security (unless the Company shall fail to
make the Redemption Price, Put Right Purchase Price, or Change of Control
Repurchase Price payment when due in accordance with Article 3, in which case
the conversion right shall terminate at the close of business on the date such
failure is cured and such Security is redeemed or purchased, as the case may
be). If a Security is convertible as a result of a Change of Control, such
conversion right shall commence and terminate as set forth in Section 4.01(f).
Securities in respect of which a Change of Control Repurchase Notice or a Put
Right Purchase Notice, as the case may be, has been delivered may not be
surrendered for conversion pursuant to this Article 4 prior to a valid
withdrawal of such Change of Control Notice or Put Right Purchase Notice, as the
case may be, in accordance with the provisions of Article 3.

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

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

      (i)   The Conversion Rate shall be adjusted in certain instances as
provided in Section 4.01(j) and Section 4.06.

      (j) If prior to February 2, 2012, there shall have occurred a Change of
Control and more than 10% of the consideration for the Common Stock in the
transaction or transactions constituting the Change of Control consists of cash,
other than cash payments for fractional shares and cash payments made in respect
of dissenters' appraisal rights, then, subject to the provisions of Section
3.08(d) regarding a Public Acquirer Change of Control, the Company shall pay a
"Make Whole Premium" to the Holders of the Securities who convert their
Securities during the period beginning 10 Trading Days before the anticipated
Change of Control Effective Date and ending on the Change of Control Repurchase
Date by increasing the Conversion Rate for such Securities. The number of
additional shares constituting the Make Whole Premium shall be determined by
reference to the table below, based on the Change of Control Effective Date of
such Change of Control and the Stock Price of such Change of Control; provided
that if the Stock Price or Change of Control Effective Date are not set forth on
the table: (i) if the actual Stock Price on the Change of Control Effective Date
is between two Stock Prices on the table or the actual Change of Control
Effective Date is between two Change of Control Effective Dates on the table,
the Make Whole Premium will be determined by a straight-line interpolation
between the Make Whole Premiums set forth for the two Stock Prices and the two
Change of Control Effective Dates on the table based on a 365-day year, as
applicable, (ii) if the Stock Price on the Change of Control Effective Date
exceeds $100 per share, subject to adjustment as set forth herein, no Make Whole
Premium will be paid, and (iii) if the Stock Price on the Change of Control
Effective Date is less than $21.90 per share, subject to adjustment as set forth
herein, no Make Whole Premium will be paid. If Holders of our Common Stock
receive only cash in the transaction, the Stock Price shall be the cash amount
paid per share of our Common Stock in connection with the Change of Control.
Otherwise, the Stock Price shall be equal to the average Closing Price of our
Common Stock over the five Trading Day period ending on the Trading Day
immediately preceding the applicable Change of Control Effective Date.

                                       39
<PAGE>

MAKE WHOLE PREMIUM UPON A CHANGE OF CONTROL (NUMBER OF ADDITIONAL SHARES)

<TABLE>
<CAPTION>
 STOCK PRICE ON                                CHANGE OF CONTROL EFFECTIVE DATE
    CHANGE OF         ------------------------------------------------------------------------------------------------------
CONTROL EFFECTIVE     FEBRUARY 2,  FEBRUARY 2,  FEBRUARY 2,  FEBRUARY 2,  FEBRUARY 2,  FEBRUARY 2,  FEBRUARY 2,  FEBRUARY 2,
      DATE               2005         2006         2007         2008         2009          2010         2011         2012
-----------------     -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                   <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
$21.90.......           5.9759      5.9759        5.9759       5.9759       5.9759       5.9759       5.9759        0.00
$25.00.......           4.8168      4.7284        4.5835       4.4161       4.2073       3.9254       3.5162        0.00
$30.00.......           3.6059      3.6430        3.2525       3.0075       2.6982       2.2826       1.6587        0.00
$35.00.......           2.8488      2.6893        2.4610       2.1999       1.8729       1.4493       0.8551        0.00
$40.00.......           2.3427      2.1841        1.9586       1.7060       1.3952       1.0102       0.5162        0.00
$45.00.......           1.9859      1.8350        1.6207       1.3865       1.1023       0.7657       0.3674        0.00
$50.00.......           1.7233      1.5826        1.3821       1.1675       0.9122       0.6197       0.2985        0.00
$55.00.......           1.5224      1.3926        1.2062       1.0108       0.7813       0.5299       0.2601        0.00
$60.00.......           1.3646      1.2450        1.0718       0.8933       0.6886       0.4725       0.2342        0.00
$65.00.......           1.2370      1.1270        0.9656       0.8081       0.6247       0.4280       0.2147        0.00
$70.00.......           1.1346      1.0376        0.8852       0.7430       0.5709       0.3932       0.1988        0.00
$75.00.......           1.0557      0.9637        0.8206       0.6862       0.5277       0.3647       0.1853        0.00
$80.00.......           0.9831      0.8996        0.7632       0.6386       0.4913       0.3408       0.1737        0.00
$85.00.......           0.9207      0.8430        0.7139       0.5983       0.4601       0.3202       0.1634        0.00
$90.00.......           0.8662      0.7939        0.6713       0.5630       0.4332       0.3023       0.1543        0.00
$95.00.......           0.8174      0.7504        0.6337       0.5321       0.4096       0.2863       0.1462        0.00
$100.00......           0.7745      0.7120        0.6005       0.5046       0.3885       0.2722       0.1389        0.00
</TABLE>

      The Stock Prices set forth in the first column of the table above will be
adjusted as of any date on which the Conversion Rate of the Securities is
adjusted. The adjusted Stock Prices will equal the Stock Prices applicable
immediately prior to such adjustment multiplied by a fraction, the numerator of
which is the Conversion Rate immediately prior to the adjustment giving rise to
the Stock Price adjustment and the denominator of which is the Conversion Rate
as so adjusted. The number of additional shares set forth in the table above
will be adjusted in the same manner as the Conversion Rate as set forth in
Section 4.06 hereof, other than as a result of an adjustment of the Conversion
Rate by adding the Make Whole Premium as described above.

      Notwithstanding the foregoing paragraph, in no event will the total number
of shares of Common Stock issuable upon conversion of a Security exceed 24.3634
per $1,000 Principal Amount at Maturity, subject to proportional adjustment in
the same manner as the Conversion Rate as set forth in clauses (1) through (4)
of Section 4.06(a) hereof.

      (k)   By delivering the amount of cash and/or the number of shares of
Common Stock issuable on conversion to the Trustee, the Company will be deemed
to have satisfied its obligation to pay the Principal Amount at Maturity of the
Securities so converted and its obligation to pay Original Issue Discount and
accrued and unpaid cash interest, and Liquidated Damages if any, attributable to
the period from the most recent Interest Payment Date through the Conversion
Date (which amount will be deemed paid in full rather than cancelled,
extinguished or forfeited).

      (l)   At any time prior to the Final Maturity Date, the Company may,
without the consent of any Holder of Securities, elect, by notice to the Trustee
and the Holders of the Securities (the "Election Notice"), to be required
(rather than permitted), upon conversion of the

                                       40
<PAGE>

Securities at any time following the date of such Election Notice, to deliver an
amount in cash and, if applicable, a number of shares of the Company's Common
Stock calculated in accordance with the formula set forth in Section 4.14
hereof.

      (m)   Notwithstanding anything else contained herein, the Securities shall
not become subject to conversion by reason of a merger, consolidation, or other
transaction effected with one of the Company's direct or indirect Subsidiaries
for the purpose of changing the Company's state of incorporation to any other
state within the United States or the District of Columbia.

      SECTION 4.02 CONVERSION PROCEDURE.

      (a)   To convert a Security, a Holder must (1) complete and manually sign
the conversion notice on the back of the Security and deliver such notice to a
Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (4) pay all transfer or similar taxes, if required
pursuant to Section 4.04. The date on which the Holder satisfies all of those
requirements is the "Conversion Date." Upon the conversion of a Security, the
Company will pay the cash and deliver the shares of Common Stock, as applicable,
as promptly as practicable after the later of the Conversion Date and the date
that all calculations necessary to make such payment and delivery have been
made, but in no event later than five Business Days after the later of those
dates. Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such Securities may be
surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

      (b)   The person in whose name the shares of Common Stock are issuable
upon conversion shall be deemed to be a holder of record of such Common Stock on
the later of (i) the Conversion Date, (ii) the expiration of the period in which
the Company may elect to deliver cash in lieu of shares of Common Stock, or
(iii) if the Company elects to deliver cash in lieu of some, but not all, of
such shares of Common Stock, the date on which the amount of cash issuable per
Security has been determined; provided, however, that no surrender of a Security
on any Conversion Date when the stock transfer books of the Company shall be
closed shall be effective to constitute the person or persons entitled to
receive the shares of Common Stock upon conversion as the record holder or
holders of such shares of Common Stock on such date, but such surrender shall be
effective to constitute the person or persons entitled to receive such shares of
Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open; provided further that such conversion shall be at the Conversion Rate
in effect on the Conversion Date as if the stock transfer books of the Company
had not been closed. Upon conversion of a Security, such person shall no longer
be a Holder of such Security. Except as set forth in this Indenture, no payment
or adjustment will be made for dividends or distributions declared or made on
shares of Common Stock issued upon conversion of a Security prior to the
issuance of such shares.

      (c)   Holders of Securities surrendered for conversion (in whole or in
part) 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 (excluding
Securities or portions thereof called for redemption) will receive the
semi-annual interest payable on such Securities on the corresponding Interest
Payment Date notwithstanding the conversion. Upon surrender of any

                                       41
<PAGE>

such Securities for conversion, unless such Securities are being converted
solely pursuant to Section 4.01(a)(2), such Securities shall also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such corresponding Interest Payment Date. Except as otherwise
provided in this Section 4.02(c), no payment or adjustment will be made for
accrued cash interest or Accrued Original Issue Discount on a converted
Security.

      (d)   Subject to Section 4.02(c), nothing in this Section shall affect the
right of a Holder in whose name any Security is registered at the close of
business on a Regular Record Date to receive the interest payable on such
Security on the related Interest Payment Date in accordance with the terms of
this Indenture, the Securities and the Registration Rights Agreement. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion (and the amount of any cash in lieu of
fractional shares pursuant to Section 4.03) shall be based on the aggregate
Principal Amount at Maturity of all Securities so converted.

      (e)   In the case of any Security which is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, without service charge, a new Security or
Securities of authorized denominations in an aggregate Principal Amount at
Maturity equal to the, and in exchange for, unconverted portion of the Principal
Amount at Maturity of such Security. A Security may be converted in part, but
only if the Principal Amount at Maturity of such part is an integral multiple of
$1,000 and the Principal Amount at Maturity of such Security to remain
outstanding after such conversion is equal to $1,000 or any integral multiple of
$1,000 in excess thereof.

      (f)   Upon the Company's determination that a Holder is or will be
entitled to convert their Securities into shares of Common Stock pursuant to
this Article 4, the Company will promptly after making such determination issue
a press release and use its reasonable efforts to post such information on the
Company's website or otherwise publicly disclose such information.

      SECTION 4.03 FRACTIONAL SHARES.

      The Company will not issue fractional shares of Common Stock upon
conversion of Securities. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares that shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. In lieu of any fractional shares, the Company
will pay an amount in cash for the current market value of the fractional
shares. The current market value of a fractional share shall be determined
(calculated to the nearest 1/100th of a share) by multiplying the Closing Price
of the Common Stock on the Conversion Date by such fractional share and rounding
the product to the nearest whole cent.

      SECTION 4.04 TAXES ON CONVERSION.

      If a Holder converts a Security, the Holder shall pay any transfer, stamp
or similar taxes or duties related to the issue or delivery of shares of Common
Stock upon such conversion. The Holder shall also pay any such tax with respect
to cash received in lieu of fractional shares. In

                                       42
<PAGE>

addition, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may refuse to deliver the certificate representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding required by law or regulation.

      SECTION 4.05 COMPANY TO PROVIDE STOCK.

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

      (b)   All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive or
similar rights and free of any lien or adverse claim as the result of any action
by the Company.

      (c)   The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities.

      SECTION 4.06 ADJUSTMENT OF CONVERSION RATE.

      (a)   The Conversion Rate shall be adjusted from time to time by the
Company as follows:

            (1) If the Company shall pay a dividend or make a distribution to
      all holders of outstanding Common Stock in shares of Common Stock, the
      Conversion Rate in effect immediately prior to the record date for the
      determination of shareholders entitled to receive such dividend or other
      distribution shall be increased so that the same shall equal the rate
      determined by multiplying the Conversion Rate in effect immediately prior
      to such record date by a fraction of which the numerator of shall be the
      sum of the number of shares of Common Stock outstanding at the close of
      business on such record date plus the total number of shares of Common
      Stock constituting such dividend or other distribution and of which the
      denominator shall be the number of shares of Common Stock outstanding at
      the close of business on such record date. Such adjustment shall be made
      successively whenever any such dividend or distribution is made and shall
      become effective immediately after such record date. For the purpose of
      this clause (1), the number of shares of Common Stock at any time
      outstanding shall not include shares held in the treasury of the Company.
      The Company will not pay any dividend or make any distribution on Common
      Stock held in the treasury of the Company. If any dividend or distribution
      of the type described in this clause is declared but not so paid or made,
      the Conversion Rate shall again be adjusted to the Conversion Rate that
      would then be in effect if such dividend or distribution had not been
      declared.

                                       43
<PAGE>

            (2) If the Company shall subdivide its outstanding Common Stock into
      a greater number of shares, or combine its outstanding Common Stock into a
      smaller number of shares, the Conversion Rate in effect immediately prior
      to the day upon which such subdivision or combination becomes effective
      shall be, in the case of a subdivision of Common Stock, proportionately
      increased and, in the case of a combination of Common Stock,
      proportionately reduced. Such adjustment shall be made successively
      whenever any such subdivision or combination of the Common Stock occurs
      and shall become effective immediately after the date upon which such
      subdivision or combination becomes effective.

            (3) If the Company shall issue rights or warrants to all holders of
      its outstanding Common Stock entitling them (for a period expiring within
      45 days after such issuance) to subscribe for or purchase shares of Common
      Stock (or securities convertible into Common Stock) at a price per share
      (or having a conversion price per share) less than the Current Market
      Price per share of Common Stock (as determined in accordance with clause
      (10) of this Section 4.06(a)) on the record date for the determination of
      shareholders entitled to receive such rights or warrants, the Conversion
      Rate in effect immediately prior thereto shall be adjusted so that the
      same shall equal the rate determined by multiplying the Conversion Rate in
      effect immediately prior to such record date by a fraction of which the
      numerator shall be the number of shares of Common Stock outstanding at the
      close of business on such record date plus the number of additional shares
      of Common Stock offered (or into which the convertible securities so
      offered are convertible) and of which the denominator shall be the number
      of shares of Common Stock outstanding at the close of business on such
      record date plus the number of shares which the aggregate offering price
      of the total number of shares of Common Stock so offered for subscription
      or purchase (or the aggregate conversion price of the convertible
      securities so offered for subscription or purchase, which shall be
      determined by multiplying the number of shares of Common Stock issuable
      upon conversion of such convertible securities by the conversion price per
      share of Common Stock pursuant to the terms of such convertible
      securities) would purchase at the Current Market Price per share of Common
      Stock on such record date. Such adjustment shall be made successively
      whenever any such rights or warrants are issued, and shall become
      effective immediately after such record date. To the extent that shares of
      Common Stock (or securities convertible into Common Stock) are not
      delivered after the expiration of such rights or warrants, the Conversion
      Rate shall be readjusted to the Conversion Rate that would then be in
      effect had the adjustments made upon the issuance of such rights or
      warrants been made on the basis of delivery of only the number of Common
      Shares actually delivered. If such rights or warrants are not so issued,
      the Conversion Rate shall again be adjusted to be the Conversion Rate that
      would then be in effect if the record date for the determination of
      shareholders entitled to receive such rights or warrants had not been
      fixed. In determining whether any rights or warrants entitle the
      shareholders to subscribe for or purchase shares of Common Stock at a
      price less than the Current Market Price per share of Common Stock and in
      determining the aggregate offering price of the total number of shares of
      Common Stock so offered, there shall be taken into account any
      consideration received by the Company for such rights or warrants and any
      amount payable on exercise or conversion thereof, the value of such
      consideration, if other than cash, to be determined by the Board of
      Directors.

                                       44
<PAGE>

      (4)   If the Company shall make a dividend or other distribution to all
holders of its Common Stock of securities or other property (including evidences
of indebtedness or other assets), including shares of Capital Stock or similar
equity instruments (excluding (x) any dividend or distribution of Common Stock
for which an adjustment was made pursuant to Section 4.06(a)(1), any subdivision
or combination of Common Stock for which an adjustment was made pursuant to
Section 4.06(a)(2), any issuance of rights or warrants for which an adjustment
was made pursuant to Section 4.06(a)(3) and (y) any dividend or distribution
paid exclusively in cash for which an adjustment was made pursuant to Section
4.06(a)(6)) (the "Distributed Securities"), then in each such case (unless the
Company distributes such Distributed Securities for distribution to the Holders
of Securities on such dividend or distribution date (as if each Holder had
converted such Security into Common Stock immediately prior to the record date
with respect to such distribution) the Conversion Rate in effect immediately
prior to the record date fixed for the determination of shareholders entitled to
receive such dividend or distribution shall be adjusted so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to such record date by a fraction of which the numerator shall
be the Current Market Price per share of the Common Stock on such record date
and of which the denominator shall be Current Market Price per share on such
record date less the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive evidence of such fair market value and
which shall be evidenced by an Officers' Certificate delivered to the Trustee)
on such record date of the portion of the Distributed Securities so distributed
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding at the close of business on such record
date). Such adjustment shall be made successively whenever any such distribution
is made and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such distribution. In the
event that such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared.

      If the then fair market value (as so determined) of the portion of the
Distributed Securities so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price per share of the Common Stock
on such record date, in lieu of the foregoing adjustment, adequate provision
shall be made so that each holder of a Security shall have the right to receive
upon conversion the amount of Distributed Securities so distributed that such
Holder would have received had such Holder converted each Security on such
record date. If the Board of Directors determines the fair market value of any
distribution for purposes of this Section 4.06(a)(4) by reference to the actual
or when issued trading market for any securities, it must in doing so consider
the prices in such market over the same period used in computing the Current
Market Price of the Common Stock.

      Notwithstanding the foregoing, if the securities distributed by the
Company to all holders of its Common Stock consist of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
(the "Spinoff Securities"), the Conversion Rate shall be adjusted, unless the
Company makes an equivalent distribution to the Holders of the Securities, so
that the same shall be equal to the rate determined by

                                       45
<PAGE>

multiplying the Conversion Rate in effect on the record date fixed for the
determination of shareholders entitled to receive such distribution by a
fraction, the numerator of which shall be the sum of (A) the average Closing
Price of one share of Common Stock over the ten consecutive Trading Day period
(the "Spinoff Valuation Period") commencing on and including the fifth Trading
Day after the date on which ex-dividend trading commences for such distribution
on the NASDAQ National Market or such other U.S. national or regional exchange
or market on which the Common Stock is then listed or quoted and (B) the average
Closing Price over the Spinoff Valuation Period of the Spinoff Securities
multiplied by the number of Spinoff Securities distributed in respect of one
share of Common Stock and the denominator of which shall be the average Closing
Price of one share of Common Stock over the Spinoff Valuation Period, such
adjustment to become effective immediately prior to the opening of business on
the fifteenth Trading Day after the date on which ex-dividend trading commences;
provided, however, that the Company may in lieu of the foregoing adjustment
elect to make adequate provision so that each Holder of Securities shall have
the right to receive upon conversion thereof the amount of such Spinoff
Securities that such Holder of Securities would have received if such Securities
had been converted on the record date with respect to such distribution.

      (5)   With respect to any rights or warrants (the "Rights") that may be
issued or distributed pursuant to any rights plan that the Company implements
after the date of this Indenture (each a "Rights Plan"), in lieu of any
adjustment required by any other provision of this Section 4.06 upon conversion
of the Securities into Common Stock, to the extent that such Rights Plan is in
effect upon such conversion, the Holders of Securities will receive, with
respect to the shares of Common Stock issued upon conversion, the Rights
described therein (whether or not the Rights have separated from the Common
Stock at the time of conversion), subject to the limitations set forth in and in
accordance with any such Rights Plan; provided that if, at the time of
conversion, however, the Rights have separated from the shares of Common Stock
in accordance with the provisions of the Rights Plan so that Holders would not
be entitled to receive any rights in respect of the shares of Common Stock
issuable upon conversion of the Securities as a result of the timing of the
Conversion Date, the Conversion Rate will be adjusted as if the Company
distributed to all holders of Common Stock Distributed Securities as provided in
the first paragraph of clause (4) of this Section 4.06(a), subject to
appropriate readjustment in the event of the expiration, termination, repurchase
or redemption of the Rights. Any distribution of rights or warrants pursuant to
a Rights Plan complying with the requirements set forth in the immediately
preceding sentence of this paragraph shall not constitute a distribution of
rights or warrants pursuant to this Section 4.06(a). Other than as specified in
this clause (5) of this Section 4.06(a), there will not be any adjustment to the
Conversion Rate as the result of the issuance of any Rights, the distribution of
separate certificates representing such Rights, the exercise or redemption of
such Rights in accordance with any Rights Plan or the termination or
invalidation of any Rights.

      (6)   If the Company shall, by dividend or otherwise, at any time
distribute (a "Triggering Distribution") to all holders of its Common Stock a
payment consisting exclusively of cash (excluding any dividend or distribution
in connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary)

                                       46
<PAGE>

the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying such Conversion Rate in effect immediately prior to
the close of business on the record date for such Triggering Distribution (a
"Determination Date") by a fraction of which the numerator shall be such Current
Market Price per share of the Common Stock on the Determination Date and the
denominator of which shall be the Current Market Price per share of the Common
Stock on the Determination Date less the amount of such cash dividend or
distribution applicable to one share of Common Stock (determined on the basis of
the number of shares of Common Stock outstanding at the close of business on the
Determination Date), such increase to become effective immediately prior to the
opening of business on the day following the date on which the Triggering
Distribution is paid. If the amount of cash dividend or distribution applicable
to one share of Common Stock is equal to or greater than the Current Market
Price per share of the Common Stock on the Determination Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder of a
Security shall have the right to receive upon conversion the amount of cash so
distributed that such Holder would have received had such Holder converted each
Security on such Determination Date. In the event that such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such divided or
distribution had not been declared.

      (7)   If any tender offer made by the Company or any of its Subsidiaries
for all or any portion of Common Stock shall expire, then, if the tender offer
shall require the payment to shareholders of consideration per share of Common
Stock having a fair market value (determined as provided below) that exceeds the
average of the Closing Price per share of Common Stock on the Trading Day next
succeeding the last date (the "Expiration Date") tenders could have been made
pursuant to such tender offer (as it may be amended) (the last time at which
such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time"), the Conversion Rate shall be increased
so that the same shall equal the rate determined by multiplying the Conversion
Rate in effect immediately prior to the close of business on the Expiration Date
by a fraction of which the numerator shall be the sum of (A) the fair market
value of the aggregate consideration (the fair market value as determined by the
Board of Directors, whose determination shall be conclusive evidence of such
fair market value and which shall be evidenced by an Officers Certificate
delivered to the Trustee) payable to shareholders 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 (B) the product of the number of shares of Common Stock outstanding (less
any Purchased Shares and excluding any shares held in the treasury of the
Company) at the Expiration Time and the Closing Price per share of Common Stock
on the Trading Day next succeeding the Expiration Date and the denominator of
which shall be the product of the number of shares of Common Stock outstanding
(including Purchased Shares but excluding any shares held in the treasury of the
Company) at the Expiration Time multiplied by the Closing Price per share of the
Common Stock on the Trading Day next succeeding the Expiration Date, such
increase to become effective immediately prior to the opening of business on the
day following the Expiration Date. In the event that the Company is obligated to
purchase shares pursuant to any such tender

                                       47
<PAGE>

      offer, but the Company is permanently prevented by applicable law from
      effecting any or all such purchases or any or all such purchases are
      rescinded, the Conversion Rate shall again be adjusted to be the
      Conversion Rate which would have been in effect based upon the number of
      shares actually purchased, if any. If the application of this clause (7)
      of Section 4.06(a) to any tender offer would result in a decrease in the
      Conversion Rate, no adjustment shall be made for such tender offer under
      this clause (7).

            (8)   For purposes of this Section 4.06, the term "tender offer"
      shall mean and include both tender offers and exchange offers, all
      references to "purchases" of shares in tender offers (and all similar
      references) shall mean and include both the purchase of shares in tender
      offers and the acquisition of shares pursuant to exchange offers, and all
      references to "tendered shares" (and all similar references) shall mean
      and include shares tendered in both tender offers and exchange offers.

            (9)   For the purpose of any computation under this Section 4.06(a),
      the current market price (the "Current Market Price") per share of Common
      Stock on any date shall be deemed to be the average of the Closing Prices
      for the 10 consecutive Trading Days ending on the earlier of (A) the
      Determination Date or the Expiration Date, as the case may be, with
      respect to distributions or tender offers under this Section 4.06(a) or
      (B) the "ex-date" with respect to distributions, issuances or other events
      requiring such computation under this Section 4.06.

      (b)   In any case in which this Section 4.06 shall require that an
adjustment be made following a record date, a Determination Date or Expiration
Date, as the case may be, established for the purposes specified in this Section
4.06, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 4.09) issuing to the Holder of any Security converted after
such record date, Determination Date or Expiration Date the shares of Common
Stock and other Capital Stock of the Company issuable upon such conversion over
and above the shares of Common Stock and other Capital Stock of the Company (or
other cash, property or securities, as applicable) issuable upon such conversion
only on the basis of the Conversion Rate prior to adjustment; and, in lieu of
any cash, property or securities the issuance of which is so deferred, the
Company shall issue or cause its transfer agents to issue due bills or other
appropriate evidence prepared by the Company of the right to receive such cash,
property or securities. If any distribution in respect of which an adjustment to
the Conversion Rate is required to be made as of the record date, Determination
Date or Expiration Date therefor is not thereafter made or paid by the Company
for any reason, the Conversion Rate shall be readjusted to the Conversion Rate
which would then be in effect if such record date had not been fixed or such
record date, Determination Date or Expiration Date had not occurred.

      (c)   For purposes of this Section 4.06, "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 or converted into any combination of cash, securities or other
property, the date fixed for determination of shareholders entitled to receive
such cash, security or other property (whether or not such date is fixed by the
Board of Directors or by statute, contract or otherwise).

                                       48
<PAGE>

      (d)   If one or more event occurs requiring an adjustment be made to the
Conversion Rate for a particular period, adjustments to the Conversion Rate
shall be determined by the Company's Board of Directors to reflect the combined
impact of such Conversion Rate adjustment events, as set out in this Section
4.06, during such period.

      (e)   Notwithstanding the provisions set forth in Section 4.06(a), in no
event shall the total number of shares of Common Stock issuable upon conversion
of a Security exceed 24.3634 per $1,000 Principal Amount at Maturity of
Securities, subject to proportional adjustment in the same manner as the
Conversion Rate as set forth in clauses (1) through (4) of Section 4.06(a).

      SECTION 4.07 NO ADJUSTMENT.

      (a)   No adjustment in the Conversion Rate shall be required if Holders
may participate in the transactions set forth in Section 4.06 above (to the same
extent as if the Securities had been converted into Common Stock immediately
prior to such transactions) without converting the Securities held by such
Holders.

      (b)   No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate as last adjusted; provided, however, that any adjustments which
would be required to be made but for this Section 4.07(b) shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 4 shall be made to the nearest cent or to the nearest one-ten
thousandth of a share, as the case may be, with one half cent and 0.00005 of a
share, respectively, being rounded upward.

      (c)   No adjustment in the Conversion Rate shall be required for issuances
of Common Stock pursuant to a Company plan for reinvestment of dividends or
interest or for a change in the par value or a change to no par value of the
Common Stock.

      (d)   To the extent that the Securities become convertible into the right
to receive cash, no adjustment need be made thereafter as to the cash.

      SECTION 4.08 [RESERVED].

      SECTION 4.09 NOTICE OF ADJUSTMENT.

      Whenever the Conversion Rate or conversion privilege is required to be
adjusted pursuant to this Indenture, the Company shall promptly mail to Holders
a notice of the adjustment and file with the Trustee an Officers' Certificate
briefly stating the facts requiring the adjustment and the manner of computing
it. Failure to mail such notice or any defect therein shall not affect the
validity of any such adjustment. Unless and until the Trustee shall receive an
Officers' Certificate setting forth an adjustment of the Conversion Rate, the
Trustee may assume without inquiry that the Conversion Rate has not been
adjusted and that the last Conversion Rate of which it has knowledge remains in
effect.

                                       49
<PAGE>

      SECTION 4.10 NOTICE OF CERTAIN TRANSACTIONS.

      In the event that there is a dissolution or liquidation of the Company,
the Company shall mail to Holders and file with the Trustee a notice stating the
proposed effective date. The Company shall mail such notice at least 20 days
before such proposed effective date. Failure to mail such notice or any defect
therein shall not affect the validity of any transaction referred to in this
Section 4.10.

      SECTION 4.11 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
CONVERSION PRIVILEGE.

      (a)   If any of the following shall occur, namely: (1) any
reclassification or change of shares of Common Stock issuable upon conversion of
the Securities (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 or any other transaction or event for which an adjustment is
provided in Section 4.06); (2) any statutory share exchange, consolidation or
merger or combination to which the Company is a party other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision or
combination) in, outstanding shares of Common Stock; or (3) any sale or
conveyance of all or substantially all the property and assets of the Company,
directly or indirectly, to any person, then the Company and any such successor,
purchasing or transferee corporation, as the case may be, shall, as a condition
precedent to such reclassification, change, combination, statutory share
exchange, consolidation, merger, sale or conveyance, execute and deliver to the
Trustee a supplemental indenture to this Indenture providing that the Holder of
each Security then outstanding shall have the right, subject to this Article 4
and unless the Company makes an election under Section 3.08(d) (in which case
the Securities shall be convertible into Public Acquirer Common Stock), to
convert such Security into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such reclassification,
change, combination, statutory share exchange, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock deliverable upon
conversion of such Security immediately prior to such reclassification, change,
combination, statutory share exchange, consolidation, merger, sale or conveyance
(assuming such holder of Common Stock did not exercise any right of election as
to the kind or amount of stock, other securities or other property or assets,
including cash, receivable upon such transaction, and provided that if the kind
or amount of stock, other securities or other property or assets receivable upon
such transaction is not the same for each share of Common Stock in respect of
which such rights of election shall not have been exercised, then the kind and
amount shall be deemed to be the kind and amount receivable per share of Common
Stock by a plurality of the nonelecting shares). Such supplemental indenture
shall provide for adjustments of the Conversion Rate and other appropriate
numerical thresholds which shall be as nearly equivalent as may be practicable
to the adjustments of the Conversion Rate provided for in this Article 4. If, in
the case of any such consolidation, merger, combination, statutory share
exchange, sale or conveyance, the stock or other securities and property
(including cash) receivable thereupon by a holder of Common Stock include shares
of stock or other securities and property of a person other than the successor,
purchasing or transferee corporation, as the case may be, in such consolidation,
merger, combination, statutory share exchange, sale or conveyance, then such

                                       50
<PAGE>

supplemental indenture shall also be executed by such other person and shall
contain such additional provisions to protect the interests of the Holders of
the Securities as the Board of Directors shall reasonably consider necessary by
reason of the foregoing. The provisions of this Section 4.11 shall similarly
apply to successive reclassifications, changes, combinations, consolidations,
mergers, sales or conveyances. If this Section 4.11(a) applies to any event or
occurrence, Section 4.06 shall not apply.

      (b)   In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.11, the Company shall promptly file with the Trustee
(1) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (2) an Opinion of Counsel that
all conditions precedent thereto and hereunder have been complied with, and
shall promptly mail notice thereof to all Holders. Failure to mail such notice
or any defect therein shall not affect the validity of such transaction and such
supplemental indenture.

      SECTION 4.12 TRUSTEE'S DISCLAIMER.

      (a)   The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate and Opinion of Counsel, including the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 4.09. The Trustee makes no representation as to the validity or value
of any securities or assets issued upon conversion of Securities, and the
Trustee shall not be responsible for the Company's failure to comply with any
provisions of this Article 4.

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

      SECTION 4.13 VOLUNTARY INCREASE.

      The Company from time to time may increase the Conversion Rate, to the
extent permitted by law, by any amount for any period of time if the period is
at least 20 days, the increase is irrevocable during the period and the Board of
Directors determines that such increase would be in the best interests of the
Company or to avoid or diminish income tax to holders of shares of Common Stock
in connection with a dividend or distribution of stock or similar event, and the
Company provides 15 days' prior written notice of any increase in the Conversion
Rate to the Trustee and the Holders.

                                       51
<PAGE>

      SECTION 4.14 PAYMENT OF CASH IN LIEU OF COMMON STOCK

      (a)   In lieu of delivery of some or all of the shares of Common Stock
otherwise issuable upon notice of conversion of any Securities, the Company may
elect to pay Holders surrendering Securities for conversion an amount in cash
per $1,000 Principal Amount at Maturity of Securities determined as provided in
this Section 4.14(a). Following the surrender of Securities by a Holder for a
conversion pursuant to Section 4.02, the Company shall notify such Holder no
later than two Business Days following the Conversion Date for such conversion
whether the Company shall pay the principal amount of the Securities being
converted in cash and/or shares of Common Stock. The Company will deliver such
cash and/or shares of Common Stock, together with any cash payable for
fractional shares, to such Holder in accordance with Section 4.02(a). The amount
payable per $1,000 Principal Amount at Maturity of Securities will be the amount
equal to (A) cash in an amount equal to the lesser of (1) the Accreted Principal
Amount of such Security as of the Conversion Date and (2) the Conversion Value;
and (B) if the Conversion Value is greater than the accreted principal amount of
such Security as of the Conversion Date, a number of shares of the Company's
Common Stock equal to the sum of the Daily Share Amounts, for each of the ten
consecutive Trading Days in the Conversion Reference Period, subject to the
Company's right to deliver cash in lieu of all or a portion of such shares as
set forth in Section 4.14(b).

      (b)   The Company may also elect to pay cash to the Holders of Securities
surrendered for conversion in lieu of all or a portion of the Common Stock
otherwise issuable pursuant to Section 4.14(a). In such event, the amount of
cash payable in respect of such Securities shall equal (1) the number of shares
of Common Stock otherwise issuable upon conversion of such Securities pursuant
to Section 4.14(a), multiplied by (2) the average of the Closing Price of Common
Stock for each of the ten consecutive Trading Days of the Conversion Reference
Period, appropriately adjusted to take into account the occurrence during such
period of stock splits and similar events; provided that after the consummation
of a Change of Control in which the consideration is comprised entirely of cash,
the Common Stock price used in this clause (2) will be the cash price per share
received by holders of Common Stock in such Change of Control.

      (c)   The Company will inform the Holders through the Trustee no later
than two Business Days following the Conversion Date of its election to deliver
shares of Common Stock or to pay cash in lieu of delivery of some or all of such
shares, unless it has already informed Holders of its election in connection
with a notice of redemption.

      (d)   If an Event of Default (other than a failure to make a cash payment
upon conversion of Securities) has occurred and is continuing, the Company may
not pay cash upon conversion of any Securities or portion of the Securities
(other than cash in lieu of fractional shares pursuant to Section 4.03).

      (e)   For the purposes of Sections 4.14(a) and (b), in the event that any
of Conversion Value, Daily Share Amounts, or Closing Price is not calculable for
all portions of the Conversion Reference Period, the Company's Board of
Directors shall in good faith determine the values necessary to calculate the
Conversion Value, Daily Share Amounts, and Closing Price, as applicable.

                                       52
<PAGE>

                                    ARTICLE 5

                                    COVENANTS

      SECTION 5.01 PAYMENT OF SECURITIES.

      (a)   The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. A payment of principal or interest or Original Issue Discount or
Liquidated Damages, if any, shall be considered paid on the date it is due if
the Paying Agent (other than the Company) holds by 10:00 a.m., New York City
time, on that date money, deposited by or on behalf of the Company sufficient to
make the payment. Subject to Section 4.02, accrued and unpaid cash interest on
any Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security is registered at the close of business on the Regular Record Date for
such interest at the office or agency of the Company maintained for such
purpose. Principal Amount at Maturity, Issue Price plus Accrued Original Issue
Discount, Redemption Price, Put Right Purchase Price, Change of Control
Repurchase Price, and cash interest, in each case if payable, shall be
considered paid on the applicable date due if on such date (or, in the case of
Put Right Purchase Price or Change of Control Repurchase Price, on the Business
Day following the applicable Put Right Purchase Date or Change of Control
Repurchase Date, as the case may be) the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to pay all such amounts then
due. The Company shall, to the fullest extent permitted by law, pay cash
interest in immediately available funds on overdue Accreted Principal Amount and
cash interest at the annual rate borne by the Securities 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. The accrual of such interest on overdue amounts shall be in lieu of, and
not in addition to, the continued accrual of Original Issue Discount.

      (b)   Payment of the Principal of and interest and Original Issue
Discount, if any, on the Securities shall be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York (which shall initially be at the address set forth in Section 2.03(c)) or
at the Corporate Trust Office of the Trustee in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address appears in the Register; provided
further that a Holder with an aggregate Principal Amount at Maturity in excess
of $2,000,000 will be paid by wire transfer in immediately available funds at
the election of such Holder if such Holder has provided wire transfer
instructions to the Trustee at least 10 Business Days prior to the payment date.
Any wire transfer instructions received by the Trustee will remain in effect
until revoked by the Holder.

      SECTION 5.02 SEC AND OTHER REPORTS.

      (a)   The Company shall file all reports and other information and
documents which it is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act, and within

                                       53
<PAGE>

15 days after it files them with the SEC, the Company shall file copies of all
such reports, information and other documents with the Trustee; provided that
any such reports, information and documents filed with the SEC pursuant to its
Electronic Data Gathering, Analysis and Retrieval system shall be deemed to be
filed with the Trustee. The Company also shall comply with the provisions of TIA
Section 314(a).

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

      SECTION 5.03 COMPLIANCE CERTIFICATES. 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 December 31, 2004), an Officers'
Certificate as to the signer's knowledge of the Company's compliance with all
conditions and covenants on its part contained in this Indenture and stating
whether or not the signer knows of any Default or Event of Default. If such
signer knows of such a Default or Event of Default, the Officers' Certificate
shall describe the Default or Event of Default and the efforts to remedy the
same. For the purposes of this Section 5.03, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

      SECTION 5.04 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 5.05 MAINTENANCE OF CORPORATE EXISTENCE.

      Subject to Article 6, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence.

      SECTION 5.06 RULE 144A INFORMATION REQUIREMENT.

      Within the period prior to the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, upon the
request of any Holder or beneficial holder of the Securities make available to
such Holder or beneficial holder of Securities or any Common Stock issued upon
conversion thereof which continue to be Restricted Securities in connection with
any sale thereof and any prospective purchaser of Securities or such Common
Stock designated by such Holder or beneficial holder, the information required
pursuant to Rule 144A(d)(4) under the Securities Act and it will take such
further action as any Holder or beneficial holder of such Securities or such
Common Stock may reasonably request, all to the extent required from time to
time to enable such Holder or beneficial holder to sell its Securities or Common
Stock without registration under the Securities Act within the limitation of the
exemption provided by Rule

                                       54
<PAGE>

144A, as such Rule may be amended from time to time. Whether a person is a
beneficial holder shall be determined by the Company.

      SECTION 5.07 STAY, EXTENSION AND USURY LAWS.

      The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law
which would prohibit or forgive the Company from paying all or any portion of
the Principal of or accrued but unpaid interest or Liquidated Damages, if any,
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any 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.

      SECTION 5.08 PAYMENT OF LIQUIDATED DAMAGES.

      If Liquidated Damages are payable by the Company pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee an
Officers' Certificate to that effect stating (i) the amount of such Liquidated
Damages that are payable, (ii) the reason why such Liquidated Damages are
payable and (iii) the date on which such Liquidated Damages are payable. Unless
and until a Trust Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no such Liquidated Damages are payable.
If the Company has paid Liquidated Damages directly to the Persons entitled to
such Liquidated Damages, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

      SECTION 5.09 MAINTENANCE OF OFFICE OR AGENCY.

      The Company will maintain an office or agency of the Trustee, Registrar
and Paying Agent where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer, purchase or
redemption and where notices and demands to or upon the company in respect of
the Securities and this Indenture may be served. The Corporate Trust Office
shall initially be one such office or agency for all of the aforesaid purposes.
Another such office or agency shall be the one referred to in Section 5.01(b).
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.

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

                                       55
<PAGE>

                                   ARTICLE 6

              CONSOLIDATION; MERGER; CONVEYANCE; TRANSFER OR LEASE

      SECTION 6.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

      (a)   The Company may not, without the consent of the Holders, consolidate
with, merge into or transfer or lease all or substantially all of the property
and assets of the Company and its Subsidiaries, taken as a whole, to another
Person unless:

            (1) either (A) the Company shall be the resulting or surviving
      corporation or (B) the Person (if other than the Company) formed by such
      consolidation or into which the Company is merged, or the Person which
      acquires by transfer or lease all or substantially all of the properties
      and assets of the Company, shall (i) be a corporation incorporated and
      existing under the laws of the United States of America or any State
      thereof or the District of Columbia and (ii) expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form satisfactory to the Trustee, the obligations of the Company under the
      Securities and this Indenture and the performance or observance of every
      covenant and provision of this Indenture and the Securities required on
      the part of the Company to be performed or observed and the conversion
      rights shall be provided for in accordance with Article 4, by supplemental
      indenture satisfactory in form to the Trustee, executed and delivered to
      the Trustee, by the Person (if other than the Company) formed by such
      consolidation or into which the Company shall have been merged or by the
      Person which shall have acquired the Company's assets;

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

            (3) if the Company will not be the resulting or surviving
      corporation, the Company shall have, at or prior to the effective date of
      such consolidation, merger or transfer, delivered to the Trustee an
      Officers' Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer complies with this Article and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture complies with this Article, and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with.

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

      SECTION 6.02 SUCCESSOR SUBSTITUTED.

      Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of all or substantially
all of the properties and assets

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of the Company and its Subsidiaries, taken as a whole, in accordance with
Section 6.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, and except for obligations the predecessor Person may have under a
supplemental indenture, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                    ARTICLE 7

                              DEFAULT AND REMEDIES

      SECTION 7.01 EVENTS OF DEFAULT.

      (a)   An "Event of Default" shall occur if:

            (1) the Company shall fail to pay when due the Principal Amount at
      Maturity on any of the Securities at the Final Maturity Date, or any
      Redemption Price, Put Right Purchase Price, or Change of Control
      Repurchase Price on any Security when the same becomes due and payable
      upon redemption, upon declaration, when due for purchase by the Company or
      otherwise, whether or not such payment is prohibited by the provisions in
      Article 11; provided that in the case that any failure to make such
      payments is due solely to the fault of the Trustee, the Company shall have
      a three Business Day grace period; or

            (2) the Company shall fail to pay an installment of cash interest or
      Liquidated Damages, if any, on any of the Securities, which failure
      continues for 30 days after the date when due, whether or not such payment
      is prohibited by the provisions in Article 11 herein; or

            (3) the Company shall fail to deliver when due all cash and shares
      of Common Stock deliverable upon conversion of the Securities, which
      failure continues for 15 days; or

            (4) the Company shall fail to perform or observe any other term,
      covenant or agreement contained in the Securities or this Indenture for a
      period of 60 days after receipt by the Company of a Notice of Default
      specifying such failure; or

            (5) the Company or any Significant Subsidiary shall fail to make any
      payment at the end of the applicable grace period, if any, after the
      maturity of any Indebtedness for borrowed money with an aggregate
      principal amount then outstanding in excess of $10,000,000, whether such
      Indebtedness now exists or shall hereafter be created, or there is an
      acceleration of Indebtedness for borrowed money in an amount in excess of
      $10,000,000 because of a default with respect to such Indebtedness, and
      such Indebtedness, in either case, is not discharged, or such acceleration
      is not cured, waived, rescinded or annulled, within a period of 25 days
      after a Notice of Default specifying such Default and requiring the
      Company to cause such Indebtedness to be discharged or

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<PAGE>

      cause such Default to be cured or waived or such acceleration to be
      rescinded or annulled; or

            (6) the Company shall fail to timely provide notice of a Change of
      Control when required by Section 3.08(b) and such failure continues for a
      period of five days after a Notice of Default specifying such failure is
      given; or

            (7) the Company pursuant to or within the meaning of any Bankruptcy
            Law:

                  (A) commences as a debtor a voluntary case or proceeding; or

                  (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 Receiver of it or for all
            or substantially all of its property; or

                  (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

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

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

                  (A) grants relief against the Company in an involuntary case
            or proceeding or adjudicates the Company insolvent or bankrupt;

                  (B) appoints a Receiver of the Company or for all or
            substantially all of the property of the Company; or

                  (C) orders the winding up or liquidation of the Company;

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

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

      (b) Notwithstanding Section 7.01(a) no Event of Default under clauses (4),
(5) or (6) of Section 7.01(a) shall occur until the Trustee notifies the Company
in writing, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities then outstanding notify the Company and the Trustee
in writing, of the Default (a "Notice of Default"), and the Company does not
cure the Default within the time specified in clause (4), (5) or (6) of Section
7.01(a), as applicable, after receipt of such notice. A notice given pursuant to
this Section 7.01

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<PAGE>

shall be given by registered or certified mail, must specify the Default, demand
that it be remedied and state that the notice is a Notice of Default. When any
Default under this Section 7.01 is cured, it ceases.

      (c)   The Company will deliver to the Trustee, within 5 Business Days
after becoming aware of the occurrence of a Default or Event of Default, written
notice thereof.

      The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder or unless a Trust Officer acquires actual knowledge
of such Event of Default in the course of performing other duties pursuant to
this Indenture.

      SECTION 7.02 ACCELERATION.

      If an Event of Default (other than an Event of Default specified in clause
(7) or (8) of Section 7.01(a)) occurs and is continuing with respect to the
Company, the Trustee may, by notice to the Company, or the Holders of at least
25% in aggregate Principal Amount at Maturity of the Securities then outstanding
may, by notice to the Company and the Trustee, declare the Issue Price plus the
Accrued Original Issue Discount, if any, and accrued and unpaid cash interest,
if any, and accrued and unpaid Liquidated Damages, if any, through the date of
declaration on all the Securities to be immediately due and payable. Upon such a
declaration, such Issue Price plus such Accrued Original Issue Discount, if any,
and such accrued and unpaid cash interest, if any, and such accrued and unpaid
Liquidated Damages, if any, shall be due and payable immediately. If an Event of
Default specified in Section 7.01(a)(7) or (8) occurs in respect of the Company
and is continuing, the Issue Price plus Accrued Original Issue Discount, if any,
and accrued but unpaid cash interest, if any, and accrued and unpaid Liquidated
Damages, if any, on all the Securities shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders of Securities. The Holders of a majority in aggregate Principal Amount
at Maturity of the Securities then outstanding by notice to the Trustee may
rescind an acceleration and its consequences if (a) all existing Events of
Default, other than the nonpayment of the principal of the Securities which have
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate per annum borne by the Securities) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 8.07 have been made. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

      SECTION 7.03 OTHER REMEDIES.

      (a)   If an Event of Default occurs and is continuing, the Trustee may,
but shall not be obligated to, pursue any available remedy by proceeding at law
or in equity to collect payment of the Issue Price plus Accrued Original Issue
Discount, if any, and accrued and unpaid cash interest, if any, and accrued and
unpaid Liquidated Damages, if any, on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

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<PAGE>

      (b)   The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder 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 to the
extent permitted by applicable law.

      SECTION 7.04 WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

      Subject to Sections 7.07 and 10.02, the Holders of a majority in aggregate
Principal Amount at Maturity of the Securities then outstanding by notice to the
Trustee may waive an existing Default or Event of Default and its consequences,
except an uncured Default or Event of Default in the payment of the principal
of, premium, if any, or any accrued but unpaid interest on any Security, an
uncured failure by the Company to convert any Securities into Common Stock or
any Default or Event of Default in respect of any provision of this Indenture or
the Securities which, under Section 10.02, cannot be modified or amended without
the consent of the Holder of each Security affected. When a Default or Event of
Default is waived, it is cured and ceases.

      SECTION 7.05 CONTROL BY MAJORITY.

      The Holders of a majority in aggregate Principal Amount at Maturity of the
Securities then outstanding may direct the time method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of another Holder or the Trustee, or
that may involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it; provided, however, that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.

      SECTION 7.06 LIMITATIONS ON SUITS.

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

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

            (2) the Holders of at least 25% in aggregate Principal Amount at
      Maturity of the then outstanding Securities make a written request to the
      Trustee to pursue the remedy;

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

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

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<PAGE>

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in aggregate Principal Amount at Maturity of the Securities then
      outstanding.

      (b)   No Holder of a Security shall have any right under any provision of
this Indenture or the Securities to affect, disturb, or prejudice the rights of
another Holder of a Security or to obtain a preference or priority over another
Holder of a Security.

      SECTION 7.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the Principal Amount at Maturity,
Redemption Price, Put Right Purchase Price, Change of Control Repurchase Price,
or any Original Issue Discount and cash interest, if any in respect of the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities and this Indenture, (whether upon redemption, repurchase, or
otherwise), and to convert such Security in accordance with Article 4, and to
bring suit for the enforcement of any such payment on or after such respective
due dates or for the right to convert in accordance with Article 4, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

      SECTION 7.08 COLLECTION SUIT BY TRUSTEE.

      If an Event of Default described in clause (1) or (2) of Section 7.01(a)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or another obligor on the
Securities for the whole amount owing with respect to the Securities and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

      SECTION 7.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

      The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Receiver in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07, and to the extent that such payment of the reasonable
compensation, expenses, disbursements and advances in any such proceedings shall
be denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other property which the Holders may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein

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<PAGE>

contained shall be deemed to authorize the Trustee to authorize or consent to,
or, on behalf of any Holder, to authorize, accept or adopt any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

      SECTION 7.10 PRIORITIES.

      (a)   If the Trustee collects any money pursuant to this Article 7, it
shall pay out the money in the following order:

            (1) First, to the Trustee for amounts due under Section 8.07;

            (2) Second, to the holders of Senior Indebtedness to the extent
      required by Article 11;

            (3) Third, to Holders for amounts due and unpaid on the Securities
      for the Issue Price plus Accrued Original Issue Discount, cash interest,
      and Liquidated Damages, as applicable, ratably, without preference or
      priority of any kind, according to such respective amounts due and payable
      on the Holders' Securities;

            (4) Fourth, to such other Person or Persons, if any, to the extent
      entitled thereto; and

            (5) Fifth, the balance, if any, to the Company.

      (b)   The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 7.10.

      SECTION 7.11 UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 7.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 7.07, or a suit by Holders of more than 10% in
aggregate Principal Amount at Maturity of the Securities then outstanding. This
Section 7.11 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.

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                                   ARTICLE 8

                                    TRUSTEE

      SECTION 8.01 OBLIGATIONS OF TRUSTEE.

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

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

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

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

            This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA
      and such Section 315(a) is hereby expressly excluded from this Indenture,
      as permitted by the TIA.

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

            (1) this paragraph does not limit the effect of Section 8.01(b);

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

            (3) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 7.05.

            This Section 8.01(c) shall be in lieu of Sections 315(d)(1),
      315(d)(2) and 315(d)(3) of the TIA and such Sections are hereby expressly
      excluded from this Indenture as permitted by the TIA.

      (d)   No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

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<PAGE>

      (e)   Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.01.

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

      SECTION 8.02 RIGHTS OF TRUSTEE.

      (a)   Subject to Section 8.01:

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

            (2) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel, which shall conform to
      Section 12.04(b). The Trustee shall not be liable for any action it takes
      or omits to take in good faith in reliance on such Officers' Certificate
      or Opinion.

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

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

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

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

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

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<PAGE>

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

            (9) The rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, including, without limitation as Paying
      Agent, Registrar and Conversion Agent, and to each agent, custodian and
      other Person employed to act hereunder.

      SECTION 8.03 INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or an Affiliate
of the Company with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. However, the Trustee is subject to
Sections 8.10 and 8.11.

      SECTION 8.04 TRUSTEE'S DISCLAIMER.

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

      SECTION 8.05 NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

      If a Default or an Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder of a Security notice
of all uncured Defaults or Events of Default known to it within 90 days after it
occurs or, if later, within 15 days after it becomes known to the Trustee.
However, the Trustee may withhold the notice if and for so long as a committee
of its Trust Officers in good faith determines that withholding notice is in the
interests of Holders of Securities, except in the case of a Default or an Event
of Default in payment of the principal of, or premium, if any, or interest on
any Security when due or in the payment of any redemption or purchase
obligation, or the Company's failure to convert Securities when obligated to
convert them. This Section 8.05 is in lieu of section 315(b) of the TIA and such
provision is expressly excluded from this Indenture as permitted by the TIA.

      SECTION 8.06 REPORTS BY TRUSTEE TO HOLDERS.

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

      (b)   A copy of each report at the time of its mailing to Holders of
Securities shall be mailed to the Company and, to the extent required by the
TIA, filed with the SEC, and each stock exchange, if any, on which the
Securities are listed. The Company shall notify the Trustee

                                       65
<PAGE>

whenever the Securities become listed on any stock exchange or listed or
admitted to trading on any quotation system and any changes in the stock
exchanges or quotation systems on which the Securities are listed or admitted to
trading and of any delisting thereof.

      SECTION 8.07 COMPENSATION AND INDEMNITY.

      (a)   The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses may
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

      (b)   The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 8.07 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), incurred by it in connection with
the acceptance or administration of its duties under this Indenture or any
action or failure to act as authorized or within the discretion or rights or
powers conferred upon the Trustee hereunder including the reasonable costs and
expenses of the Trustee and its counsel in defending (including reasonable legal
fees and expenses) itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. The Company need not pay for any settlement
effected without its prior written consent, which shall not be unreasonably
withheld.

      (c)   The Company need not reimburse the Trustee for any expense or
indemnify it against any loss or liability incurred by it resulting from its
negligence, willful misconduct or bad faith.

      (d)   To secure the Company's payment obligations in this Section 8.07,
the Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee. The
obligations of the Company under this Section 8.07 shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee.

      (e)   When the Trustee incurs expenses or renders services after an Event
of Default specified in clause (7) or (8) of Section 7.01(a) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law. The provisions of this
Section shall survive the termination of this Indenture.

      SECTION 8.08 REPLACEMENT OF TRUSTEE.

      (a)   The Trustee may resign by so notifying the Company. The Holders of a
majority in aggregate Principal Amount at Maturity of the Securities then
outstanding may remove the Trustee by so notifying the Trustee and the Company
and may, with the Company's written consent, appoint a successor Trustee. The
Company may remove the Trustee at any time, so

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<PAGE>

long as no Default or Event of Default has occurred and is continuing, and
appoint a Successor Trustee in accordance with this Section 8.08.

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

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

      (d)   If the Trustee fails to comply with Section 8.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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

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

      (g)   Notwithstanding replacement of the Trustee pursuant to this Section
8.08, the Company's obligations under Section 8.07 shall continue for the
benefit of the retiring Trustee.

      SECTION 8.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business (including the
administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee; provided such transferee corporation shall qualify and be
eligible under Section 8.10. Such successor Trustee shall promptly mail notice
of its succession to the Company and each Holder.

      SECTION 8.10 ELIGIBILITY; DISQUALIFICATION.

      The Trustee shall always satisfy the requirements of paragraphs (1), (2)
and (5) of TIA Section 310(a). The Trustee (or its parent holding company) shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. If at any time the Trustee
shall cease to satisfy any such requirements, it shall resign immediately in the
manner and with the effect specified in this Article 8. The Trustee shall be
subject to the provisions of TIA Section 310(b). Nothing herein shall prevent
the Trustee from

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filing with the SEC the application referred to in the penultimate paragraph of
TIA Section 310(b).

      SECTION 8.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 9

                     SATISFACTION AND DISCHARGE OF INDENTURE

      SECTION 9.01 SATISFACTION AND DISCHARGE OF INDENTURE.

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

                  (A) all Securities theretofore authenticated and delivered
            (other than (i) Securities which have been destroyed, lost or stolen
            and which have been replaced or paid as provided in Section 2.07 and
            (ii) Securities for whose payment money has theretofore been
            deposited in trust and thereafter repaid to the Company as provided
            in Section 9.03) have been delivered to the Trustee for
            cancellation; or

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

                        (i)   have become due and payable,

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

                        (iii) are to be called for redemption within one year
                              under arrangements reasonably satisfactory to the
                              Trustee for the giving of notice of redemption by
                              the Trustee in the name, and at the expense, of
                              the Company;

      provided in the case of clause (B), that

                  (1) the Company has deposited with the Trustee or a Paying
      Agent (other than the Company or any of its Affiliates) as trust funds in
      trust for the purpose of and in an amount sufficient to pay and discharge
      the entire Indebtedness on such Securities not theretofore delivered to
      the Trustee for cancellation, for principal and interest to the date of
      such deposit (in the case of Securities which have become due and payable)
      or to the

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<PAGE>

      Final Maturity Date or Redemption Date, as the case may be. In the event
      that the Company exercises its right to redeem the Securities as provided
      in Article 3, the Company shall have the right to withdraw its funds
      previously deposited with the Trustee or Paying Agent pursuant to the
      immediately preceding sentence;

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

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

      (b)   Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company with respect to the conversion privilege and the
Conversion Rate of the Securities pursuant to Article 4, the obligations of the
Company to the Trustee under Section 8.07 and, if money shall have been
deposited with the Trustee pursuant to clause (2) of Section 9.01(a), the
provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.12, 5.01 and 12.05,
Article 4, and this Article 9, shall survive until the Securities have been paid
in full.

      SECTION 9.02 APPLICATION OF TRUST MONEY.

      Subject to the provisions of Section 9.03 and Section 11.05, the Trustee
or a Paying Agent shall hold in trust, for the benefit of the Holders, all money
deposited with it pursuant to Section 9.01 and shall apply the deposited money
in accordance with this Indenture and the Securities to the payment of the
principal of and interest on the Securities.

      SECTION 9.03 REPAYMENT TO COMPANY.

      (a)   The Trustee and each Paying Agent shall promptly pay to the Company
upon request any excess money (1) deposited with them pursuant to Section 9.01
and (2) held by them at any time.

      (b)   The Trustee and each Paying Agent shall, subject to applicable
abandonment property laws, pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years after a right to such money has matured; provided, however, that the
Trustee or such Paying Agent, before being required to make any such payment,
may at the expense of the Company cause to be mailed to each Holder entitled to
such money notice that such money remains unclaimed and that after a date
specified therein, which shall be at least 30 days from the date of such
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to money must look
to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.

      SECTION 9.04 REINSTATEMENT.

      (a)   If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 9.02 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such

                                       69
<PAGE>

application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.01 until such time as the Trustee or such Paying Agent is
permitted to apply all such money in accordance with Section 9.02; provided,
however, that if the Company has made any payment of the principal of or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive any such payment from the money held by the Trustee or such Paying
Agent.

      (b) If pursuant to the last sentence of Section 9.01(a)(2), the Company
withdraws its previously deposited funds as a result of its exercise of its
redemption right, the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit has occurred
pursuant to Section 9.01.

                                   ARTICLE 10

                       AMENDMENTS; SUPPLEMENTS AND WAIVERS

      SECTION 10.01 WITHOUT CONSENT OF HOLDERS.

      (a) The Company and the Trustee may amend or supplement this Indenture or
the Securities without notice to or consent of any Holder of a Security for the
purpose of:

            (1) evidencing a successor to the Company and the assumption by that
      successor of the Company's obligations under this Indenture and the
      Securities;

            (2) adding to the Company's covenants for the benefit of the Holders
      or surrendering any right or power conferred upon the Company;

            (3) securing the Company's obligations in respect of the Securities;

            (4) adding a guarantor of the Securities;

            (5) evidencing and providing for the acceptance of the appointment
      of a successor trustee in accordance with Article 8;

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

            (7) 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 property and assets
      occurs or otherwise complying with the provisions of this Indenture in the
      event of a merger, consolidation or transfer of assets (including the
      provisions of Section 4.11 and Article 6);

            (8) increasing the Conversion Rate, provided that the increase will
      not adversely affect the interests of Holders;

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<PAGE>

            (9) curing any ambiguity, omission, inconsistency or correcting or
      supplementing any defective provision contained in this Indenture; or

            (10) modifying any other provisions of this Indenture in any manner
      that will not adversely affect the interests of the Holders in any
      material respect.

      (b) The Company may, without consent of any Holder of a Security or the
Trustee, amend this Indenture for the purpose of surrendering the Company's
right to issue shares of Common Stock upon conversion of the Securities.

      SECTION 10.02 WITH CONSENT OF HOLDERS.

      (a) The Company and the Trustee may amend or supplement this Indenture or
the Securities with the written consent of the Holders of at least a majority in
aggregate Principal Amount at Maturity of the Securities then outstanding or by
the adoption of a resolution at a meeting of Holders by at least a majority in
aggregate Principal Amount at Maturity of the Securities represented at the
meeting. However, subject to Section 10.04, without the written consent of each
Holder affected, an amendment, supplement or waiver may not:

            (1) alter the manner of calculation or rate of accrual of Original
      Issue Discount or cash interest on any Security or change the time of
      payment of any installment of cash interest on, or any Liquidated Damages
      with respect to, any Security;

            (2) make any of the Securities payable in money or securities other
      than that stated in the Securities;

            (3) change the stated maturity of any Security;

            (4) reduce the Principal Amount at Maturity, Issue Price, Accrued
      Original Issue Discount, Redemption Price, Put Right Purchase Price, or
      Change of Control Repurchase Price (as applicable) with respect to any of
      the Securities, or any Liquidated Damages, or the amount payable upon
      redemption or purchase pursuant to Article 3, with respect to any
      Security;

            (5) make any change that adversely affects the rights of a Holder to
      convert any of the Securities;

            (6) make any change that adversely affects the rights of Holders to
      require the Company to purchase Securities at the option of Holders;

            (7) impair the right to institute suit for the enforcement of any
      payment on or with respect to any Security or with respect to the
      conversion of any Security;

            (8) modify the subordination provisions of the Securities in a
      manner adverse to the Holders in any material respect; or

            (9) reduce the percentage in aggregate Principal Amount at Maturity
      of Securities outstanding necessary to modify or amend this Indenture or
      to waive any past Default.

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<PAGE>

      (b) Without limiting the provisions of Section 10.02(a) hereof, the
Holders of a majority in Principal Amount at Maturity of the Securities then
outstanding may, on behalf of all the Holders of all Securities, (i) in addition
to what is permitted pursuant to Article 6, consent to the assignment or
transfer by the Company of any of its rights and obligations under this
Indenture, or the Securities, (ii) make any change to the Company's obligation
to issue shares of Common Stock, cash, or a combination of shares of Common
Stock and cash or to repurchase all or a portion of the Securities in the event
of a Change of Control (including changing, modifying or amending any
definitions with respect thereto,) (iii) waive compliance by the Company with
the restrictive provisions of this Indenture, and (iv) waive any past Default of
Event of Default under this Indenture and its consequences, except an uncured
failure to pay when due the Principal Amount at Maturity, accrued and unpaid
cash interest, accrued and unpaid Liquidated Damages, Issue Price plus Accrued
Original Issue Discount, Redemption Price, Put Right Purchase Price or Change of
Control Repurchase Price, if any and as applicable, or in respect of any
provision which under this Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Security affected.

      (c) After an amendment, supplement or waiver under this Section 10.02
becomes effective, the Company shall promptly mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

      SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT.

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

      SECTION 10.04 REVOCATION AND EFFECT OF CONSENTS.

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

      (b) After an amendment, supplement or waiver becomes effective, it shall
bind every Holder of a Security, unless it makes a change described in any of
clauses (1) through (9) of Section 10.02(a). In the case of an amendment,
supplement, or waiver that makes a change described in any of clauses (1)
through (9) of Section 10.02(a), the amendment, supplement or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security.

      SECTION 10.05 NOTATION ON OR EXCHANGE OF SECURITIES.

      If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee. The
Trustee may place an

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<PAGE>

appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

      SECTION 10.06 TRUSTEE TO SIGN AMENDMENTS, ETC.

      The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article 10 if the amendment or supplemental indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, in its sole discretion, but need not sign it. In
signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and, subject to Section 8.01, shall be
fully protected in relying upon, an Opinion of Counsel stating that such
amendment or supplemental indenture is authorized or permitted by this
Indenture. The Company may not sign an amendment or supplement indenture until
the Board of Directors approves it.

      SECTION 10.07 EFFECT OF SUPPLEMENTAL INDENTURES.

      Upon the execution of any supplemental indenture under this Article 10,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                   ARTICLE 11

                                  SUBORDINATION

      SECTION 11.01 AGREEMENT TO SUBORDINATE.

      The Company agrees, and each Holder by accepting a Security agrees, that
the payment of principal of and premium, if any, and Original Issue Discount and
cash interest, if any, on (including Liquidated Damages, if any) and other
obligations of any kind evidenced by the Securities 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 (or
other payments satisfactory to holders of Senior Indebtedness) of all Senior
Indebtedness whether outstanding on the date hereof or hereafter incurred.

      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, the holders of Senior
Indebtedness shall be entitled to receive payment in full in cash or cash
equivalents (or other payments satisfactory to holders of Senior Indebtedness)
of all Senior Indebtedness before the Holders will be entitled to receive any
payment or distribution of any kind or character (other than payment or
distribution in the form of Permitted Junior Securities); and any payment or
distribution of assets

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<PAGE>

of the Company of any kind or character, whether in cash, property or securities
(other than payments or distribution in the form of Permitted Junior
Securities), by set-off or otherwise, to which the Holders 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
directly to the holders of Senior Indebtedness or their representatives ratably
according to the aggregate amounts remaining unpaid on account of the Senior
Indebtedness (or, if not ratably, as otherwise agreed among the holders of
Senior Indebtedness) to the extent necessary to make payment in full in cash or
cash equivalents (or other payments satisfactory to holders of Senior
Indebtedness) of all Senior Indebtedness remaining unpaid after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

      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 payments in the
form of Permitted Junior Securities), may be made by or on behalf of the Company
on account of principal of, or premium, if any, or Original Issue Discount or
accrued cash interest, if any, on (including Liquidated Damages, if any) the
Securities or on account of the conversion, purchase, redemption or other
acquisition of Securities (i) upon the occurrence of any Payment Default and
after receipt by the Trustee of written notice from the representative of the
holders of the Senior Indebtedness in respect of which such Payment Default
exists, until such Payment Default shall have been cured or waived in writing or
shall have ceased to exist or the Senior Indebtedness giving rise to such
Payment Default shall have been discharged or paid in full in cash or cash
equivalents (or other payments satisfactory to holders of Senior Indebtedness)
or (ii) during a Payment Blockage Period arising as a result of Non-Payment
Default.

      A "Payment Blockage Period" will commence upon the date of receipt by the
Trustee of written notice from the representative of the holders of the
Designated Senior Indebtedness in respect of which the Non-Payment Default
exists and shall end on the earliest to occur of:

            (1) 179 days thereafter (provided that any Designated Senior
      Indebtedness as to which notice was given shall not theretofore have been
      accelerated);

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

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

            (4) the date on which such Payment Blockage Period has been
      terminated by written notice to the Trustee or the Company from the
      representative of the holders of Designated Senior Indebtedness initiating
      such Payment Blockage Period;

after which the Company shall resume making any and all required payments in
respect of the Securities, including any missed payments and additional
interest, if any. No 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
shall be, or can be made, the basis for the commencement of a

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<PAGE>

subsequent Payment Blockage Period, unless such Non-Payment Default has been
cured or waived for a period of not less than 90 consecutive days after the
commencement of such initial Payment Blockage Period.

      SECTION 11.04 ACCELERATION OF SECURITIES.

      If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of the
acceleration. In the event of any acceleration of the Securities hereunder, the
holders of any Senior Indebtedness then outstanding shall be entitled to payment
in full in cash or cash equivalents (or other payments satisfactory to such
holders of Senior Indebtedness) before the Holders of the Securities are
entitled to receive any payment or distribution of principal of, or premium, if
any, or Original Issue Discount or interest, if any, on the Securities (other
than payment or distribution in the form of Permitted Junior Securities).

      SECTION 11.05 WHEN DISTRIBUTION MUST BE PAID OVER.

      (a) In the event that, notwithstanding the provisions of Sections 11.02,
11.03 and 11.04, any payment or distribution, whether in cash, property or
securities, shall be received by the Trustee or any Holder, which payment is
prohibited by such provisions, then such payment shall be held for the benefit
of, and paid over and delivered by such Trustee or Holder to, the
representatives of holders of Senior Indebtedness, as their interests may
appear, for application to Senior Indebtedness to the extent necessary to pay or
to provide for the payment of all such Senior Indebtedness in full in cash or
cash equivalents (or other payments acceptable to holders of Senior
Indebtedness).

      (b) 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 Holders 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 Securities to violate this Article 11, but failure to give such
notice shall not affect the subordination of the Securities 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 Securities are
paid in full, Holders shall be subrogated (equally and ratably with all other
indebtedness that is equal in right of payment to the Securities) to the rights
of holders of Senior Indebtedness to receive

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<PAGE>

distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to the Holders 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 Holders of Securities shall
not, as between the Company and Holders, constitute a payment by the Company on
account of the Senior Indebtedness.

      SECTION 11.08 RELATIVE RIGHTS.

      This Article 11 defines the relative rights of Holders and holders of
Senior Indebtedness. Nothing in this Indenture shall: (a) 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 Securities in accordance
with their terms; (b) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or (c) 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. If the Company fails because of this Article 11 to pay principal
(other than Permitted Junior Securities) of or interest on a Security when due
hereunder, the failure shall still constitute a Default or Event of Default
hereunder, to the same extent as if this Article 11 did not apply.

      SECTION 11.09 SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

      (a) No right of any holder of Senior Indebtedness to enforce the
subordination of the indebtedness evidenced by the Securities 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.

      (b) 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 designated 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: (1) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness, or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding or secured; (2) sell, exchange, release, foreclose against or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (3) release any Person liable in any manner for the collection of
Senior Indebtedness; and (4) 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.

      (a) 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 trustee or representative.

      (b) Upon any payment or distribution of assets of the Company referred to
in this Article 11, the Trustee and the Holders 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

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<PAGE>

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.

      (a) 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 Securities, 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 Securities to violate this
Article 11. Only the Company or the representative of the Company or of holders
of Senior Indebtedness may give the notice. Nothing in this Article 11 shall
impair the claims of, or payments to, the Trustee under or pursuant to Section
8.07.

      (b) 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.

                                   ARTICLE 12

                                  MISCELLANEOUS

      SECTION 12.01 TRUST INDENTURE ACT CONTROLS.

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

      SECTION 12.02 NOTICES.

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

            If to the Company, to:

            Open Solutions Inc.
            300 Winding Brook Drive
            Glastonbury, CT 06033
            Attention: General Counsel
            Facsimile No.: (860) 652-3156
            Telephone No.: (860) 652-3155

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            with a copy to:

            Wilmer Cutler Pickering Hale and Dorr LLP
            60 State Street
            Boston, MA 02109
            Attention: John A. Burgess
            Facsimile No:  (617) 526-5000
            Telephone No:  (415) 526-6418

            if to the Trustee, to:

            U.S. Bank National Association
            Goodwin Square
            225 Asylum Street
            23rd Floor
            Hartford, CT  06103
            Attention:  E. Hammer:  OSI Senior Subordinated Notes
            Telephone No:  (860) 241-6817
            Facsimile No: (860) 241-6897

      Such notices or communications shall be effective when received.

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

      Any notice or communication mailed to a Holder of a Security shall be
mailed by first-class mail or delivered by an overnight delivery service to it
at its address shown on the register kept by the Primary Registrar.

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

      If the Company mails any notice to a Holder of a Security, it shall mail a
copy to the Trustee and each Registrar, Paying Agent and Conversion Agent.

      SECTION 12.03 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

      SECTION 12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

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

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

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

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

            (4) a statement as to whether or not, in the opinion of such person,
      such condition or covenant has been complied with;

provided, however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials.

      SECTION 12.05 RECORD DATE FOR VOTE OR CONSENT OF HOLDERS OF SECURITIES.

      The Company (or, in the event deposits have been made pursuant to Section
9.01, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall not be
more than 30 days prior to the date of the commencement of solicitation of such
action. Notwithstanding the provisions of Section 10.04, if a record date is
fixed, those persons who were Holders of Securities at the close of business on
such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date.

      SECTION 12.06 RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION
AGENT.

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

                                       79

<PAGE>

      SECTION 12.07 LEGAL HOLIDAYS.

      A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York are authorized or
obligated to close. If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a Regular Record Date is a Legal Holiday,
the record date shall not be affected.

      SECTION 12.08 GOVERNING LAW.

      This Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York.

      SECTION 12.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

      SECTION 12.10 NO RECOURSE AGAINST OTHERS.

      All liability described in paragraph 18 of the Securities of any director,
officer, employee or shareholder, as such, of the Company hereby is waived and
released by each of the Holders.

      SECTION 12.11 NO SECURITY INTEREST CREATED.

      Nothing in this Indenture or in the Securities, express or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, now in effect or hereafter enacted and made effective,
in any jurisdiction.

      SECTION 12.12 SUCCESSORS.

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

      SECTION 12.13 MULTIPLE COUNTERPARTS.

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

      SECTION 12.14 SEPARABILITY.

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

                                       80

<PAGE>

      SECTION 12.15 TABLE OF CONTENTS, HEADINGS, ETC.

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

                            [SIGNATURE PAGE FOLLOWS]

                                       81

<PAGE>

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

                                              OPEN SOLUTIONS INC.

                                              By: /s/ Carl D. Blandino
                                                  --------------------
                                                  Name: Carl D. Blandino
                                                  Title: Senior Vice President,
                                                         Chief Financial Officer
                                                         and Treasurer

<PAGE>

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: /s/ Elizabeth C. Hammer
                                                  -----------------------
                                              Name: Elizabeth C. Hammer
                                              Title: Vice President

<PAGE>

                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.(1)

      THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
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. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.(2)

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE

------------------------------------------
(1) This paragraph should be included only if the Security is a Global Security.

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

<PAGE>

(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH OPEN SOLUTIONS INC.
OR ANY AFFILIATE OF OPEN SOLUTIONS INC. WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO OPEN SOLUTIONS INC. OR ANY PARENT OR
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES 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 IS EFFECTIVE UNDER THE
SECURITIES ACT AT THE TIME OF SUCH OFFER, TRANSFER OR SALE, OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO OPEN SOLUTIONS INC.'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) 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 SECURITY 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.(2)

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

<PAGE>

                               OPEN SOLUTIONS INC.
                 SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2035

No.  A1                                       CUSIP:  [________]
Issue Date:  February 2, 2005                 Original Issue Discount:  $466.44
Issue Price:  $533.56                         (for each $1,000 Principal Amount
(for each $1,000 Principal                    at Maturity)
Amount at Maturity)

            Open Solutions Inc., a Delaware corporation, promises to pay to Cede
& Co. or registered assigns the Principal Amount at Maturity of Two Hundred and
Thirty Five Million Dollars ($235,000,000.00) on February 2, 2035.

            This Security shall not bear interest except as specified on the
other side of this Security. Original Issue Discount will accrue as specified on
the other side of this Security. This Security is convertible as specified on
the other side of this Security.

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

Dated:  February, 2005

                             SIGNATURE PAGE FOLLOWS

<PAGE>

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

                                              OPEN SOLUTIONS INC.

                                              By: ______________________________
                                              Name:
                                              Title:

Dated:

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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:______________________________
Authorized Signatory

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                               OPEN SOLUTIONS INC.
                 SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2035

1.    INTEREST

      Open Solutions Inc., a Delaware corporation (the "Company", which term
shall include any successor corporation under the Indenture hereinafter referred
to), promises to pay cash interest on the Principal Amount at Maturity of this
Security at the rate of 1.4673% per annum. The Company shall pay cash interest
semiannually on February 2 and August 2 of each year (each an "Interest Payment
Date"), commencing August 2, 2005 until February 2, 2012. Each payment of cash
interest will include cash interest accrued through the day before the relevant
Interest Payment Date (or purchase or redemption date, as the case may be). Cash
interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. Any reference herein to interest accrued or payable as of any
date shall include any Liquidated Damages accrued or payable on such date as
provided in the Registration Rights Agreement.

      After February 2, 2012, this Security shall not bear cash interest. During
the period from and after February 2, 2012 in which a Security remains
outstanding, but in no event after February 2, 2035, Original Issue Discount
(the difference between the Issue Price and the Principal Amount at Maturity of
the Security) shall accrue daily on the Issue Price at the rate of 2.75% per
annum, with the accrual to be calculated on a semiannual bond equivalent basis
using a 360-day year comprised of twelve 30-day months.

      No sinking fund is provided for the Securities.

2.    METHOD OF PAYMENT

      The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on January 15 or July 15, as the case may be, (each, a "Regular Record
Date") next preceding the related Interest Payment Date. The Holder must
surrender this Security to a Paying Agent to collect payment of principal. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts. The
Company may pay principal and interest in respect of any Certificated Security
by check or wire payable in such money; provided, however, that a Holder with an
aggregate Principal Amount at Maturity in excess of $2,000,000 will be paid by
wire transfer in immediately available funds at the election of such Holder if
such Holder has provided wire transfer instructions to the Trustee at least 10
Business Days prior to the Payment Date. The Company may mail an interest check
to the Holder's registered address. Notwithstanding the foregoing, so long as
this Security is registered in the name of a Depositary or its nominee, all
payments hereon shall be made by wire transfer of immediately available funds to
the account of the Depositary or its nominee.

      Any wire transfer instructions received by the Trustee will remain in
effect until revoked by the Holder.

                                      A-1

<PAGE>

3.    PAYING AGENT, REGISTRAR AND CONVERSION AGENT

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

4.    INDENTURE, LIMITATIONS

      This Security is one of a duly authorized issue of Securities of the
Company designated as its Senior Subordinated Convertible Notes Due 2035 (the
"Securities"), issued under an Indenture dated as of February 2, 2005 (together
with any supplemental indentures thereto, the "Indenture"), between the Company
and the Trustee. The terms of this Security include those stated in the
Indenture and those required by or made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect on the date of the
Indenture. This Security is subject to all such terms, and the Holder of this
Security is referred to the Indenture and said Act for a statement of them.

      The Security are senior subordinated unsecured obligations of the Company
limited to $270,000,000 aggregate Principal Amount at Maturity. The Indenture
does not limit other debt of the Company, secured or unsecured.

5.    REDEMPTION AT THE OPTION OF THE COMPANY

      Prior to February 2, 2012, the Securities shall not be redeemable. On or
after February 2, 2012, the Company may, at its option, redeem the Securities
for cash, as a whole at any time or from time to time in part at a Redemption
Price of 100% of the Issue Price of the Securities plus accrued Original Issue
Discount, in each case together with any accrued and unpaid cash interest, if
any, and Liquidated Damages, if any, up to but not including the applicable
Redemption Date (the "Redemption Price"); provided that if the Redemption Date
falls after a Regular Record Date and on or before the related Interest Payment
Date, then interest on the Securities payable on such Interest Payment Date will
instead be payable to the Holders in whose names the Securities are registered
at the close of business on such Regular Record Date. Securities or portions of
Securities called for redemption shall be convertible by the Holder until the
close of business on the Business Day prior to the relevant Redemption Date.

6.    NOTICE OF REDEMPTION

      Notice of redemption, as set forth in Section 3.03 of the Indenture, will
be mailed by first-class mail at least 30 days but not more than 60 days before
a Redemption Date to each Holder of Securities to be redeemed at its registered
address. Securities in denominations larger than $1,000 may be redeemed in part,
but only in whole multiples of $1,000. On and after the Redemption Date, subject
to the deposit with the Paying Agent of funds sufficient to pay the Redemption
Price, such Securities or portions of them called for redemption will cease to
be outstanding, whether or not the Security is delivered to the Paying Agent,
and the rights of the Holder in respect thereof shall cease (other than the
right to receive the Redemption Price).

                                      A-2

<PAGE>

7.    PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A CHANGE OF CONTROL

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase for cash, subject to
certain exceptions described in the Indenture all or any part specified by the
Holder (so long as the Principal Amount at Maturity of such part is $1,000 or an
integral multiple of $1,000) of the Securities held by such Holder on a date
specified by the Company that is no more than 30 Business Days after the date
that a Change of Control Company Notice is delivered, at a purchase price equal
to the Issue Price thereof together with any accrued Original Issue Discount,
accrued and unpaid cash interest, if any, and accrued and unpaid Liquidated
Damages, if any, to, but excluding, the Change of Control Repurchase Date. The
Holder shall have the right to withdraw any Change of Control Repurchase Notice
(in whole or in a portion thereof that is $1,000 or an integral multiple of
$1,000) at any time prior to the close of business on the Business Day next
preceding the Change of Control Repurchase Date by delivering a written notice
of withdrawal to the Paying Agent in accordance with the terms of the Indenture.

8.    PURCHASE OF SECURITIES AT OPTION OF HOLDER ON SPECIFIED DATES

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase for cash all or any
part specified by the Holder (so long as the Principal Amount at Maturity of
such part is $1,000 or an integral multiple of $1,000) of the Securities held by
such Holder on the applicable Put Right Purchase Date at the applicable Put
Right Purchase Price. The Holder shall have the right to withdraw any Put Right
Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral
multiple of $1,000) at any time prior to the close of business on the Business
Day next preceding the Put Right Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.

9.    CONVERSION

      Subject to the right of the Company to pay some or all of the conversion
consideration in cash, and subject to and upon compliance with the provisions of
the Indenture, at the option of the Holder thereof, any Security that is an
integral multiple of $1,000 Principal Amount at Maturity may be converted into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100th of a share) of Common Stock of the Company at the Conversion
Rate determined as provided in the Indenture upon the occurrence of the events
specified in the Indenture.

10.   DENOMINATIONS, TRANSFER, EXCHANGE

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

                                      A-3

<PAGE>

11.   PERSONS DEEMED OWNERS

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

12.   UNCLAIMED MONEY

      If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and any Paying Agent will pay the money back to the
Company at its written request, subject to applicable unclaimed property law and
the provisions of the Indenture. After that, Holders entitled to money must look
to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.

13.   AMENDMENT, SUPPLEMENT AND WAIVER

      Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate Principal Amount at Maturity of the Securities then outstanding,
and an existing Default or Event of Default and its consequence or compliance
with any provision of the Indenture or the Securities may be waived in a
particular instance with the consent of the Holders of a majority in aggregate
Principal Amount at Maturity of the Securities then outstanding. Without the
consent of or notice to any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Securities to, among other things, cure any
ambiguity, defect or inconsistency or make any other change that does not
adversely affect the rights of the Holders in any material respect. The Company
may also amend the Indenture, without consent of the Holders or the Trustee, for
the purpose of surrendering the Company's right to issue shares of Common Stock
upon conversion of the Securities.

14.   SUBORDINATION

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

15.   SUCCESSOR ENTITY

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

16.   DEFAULTS AND REMEDIES

      Under the Indenture, an Event of Default shall occur if:

                                      A-4

<PAGE>

      (1) the Company shall fail to pay when due the Principal Amount at
Maturity on any of the Securities at the Final Maturity Date, or any Redemption
Price, Put Right Purchase Price, or Change of Control Repurchase Price on any
Security when the same becomes due and payable, upon redemption, upon
declaration, when due for purchase by the Company or otherwise, upon a
redemption or repurchase pursuant to Article 3 therein, or otherwise, whether or
not such payment is prohibited by the provisions in Article 11 of the Indenture;
provided that in the case that any failure to make such payments is due solely
to the fault of the Trustee, the Company shall have a three Business Day grace
period; or

      (2) the Company shall fail to pay an installment of cash interest or
Liquidated Damages, if any, on any of the Securities, which failure continues
for 30 days after the date when due, whether or not such payment is prohibited
by the provisions in Article 11 of the Indenture; or

      (3) the Company shall fail to deliver when due all cash and shares of
Common Stock deliverable upon conversion of the Securities, which failure
continues for 15 days; or

      (4) the Company shall fail to perform or observe any other term, covenant
or agreement contained in the Securities or this Indenture for a period of 60
days after receipt by the Company of a Notice of Default specifying such
failure; or

      (5) the Company or any Significant Subsidiary shall fail to make any
payment at the end of the applicable grace period, if any, after the maturity of
any Indebtedness for borrowed money with an aggregate principal amount then
outstanding in excess of $10,000,000, whether such Indebtedness now exists or
shall hereafter be created, or there is an acceleration of Indebtedness for
borrowed money in an amount in excess of $10,000,000 because of a default with
respect to such Indebtedness, and such Indebtedness, in either case, is not
discharged, or such acceleration is not cured, waived, rescinded or annulled,
within a period of 25 days after receipt by the Company of a Notice of Default
specifying such Default and requiring the Company to cause such Indebtedness to
be discharged or cause such Default to be cured or waived or such acceleration
to be rescinded or annulled; or

      (6) the Company shall fail to timely provide notice of a Change of Control
when required by Section 3.08(b) of the Indenture and such failure continues for
a period of five days after a Notice of Default specifying such failure is
given; or

      (7) the Company pursuant to or within the meaning of any Bankruptcy Law:

            (A) commences as a debtor a voluntary case or proceeding; or

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

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

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

                                      A-5

<PAGE>

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

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

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

            (A) grants relief against the Company as a debtor in an involuntary
      case or proceeding or adjudicates the Company insolvent or bankrupt;

            (B) appoints a Receiver of the Company for all or substantially all
      of the property of the Company; or

            (C) orders the winding up or liquidation of the Company;

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

      If an Event of Default (other than an Event of Default as a result of
certain events of bankruptcy, insolvency, or reorganization of the Company)
occurs and is continuing with respect to the Company, the Trustee may, by notice
to the Company, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities then outstanding may, by notice to the Company and
the Trustee, declare the Issue Price plus the Accrued Original Issue Discount,
if any, and accrued and unpaid cash interest, if any, and accrued and unpaid
Liquidated Damages, if any, through the date of declaration on all the
Securities to be immediately due and payable. Upon such a declaration, such
Issue Price plus such Accrued Original Issue Discount, if any, and such accrued
and unpaid cash interest, if any, and such accrued and unpaid Liquidated
Damages, if any, shall be due and payable immediately. If an Event of Default as
a result of certain events of bankruptcy, insolvency, or reorganization of the
Company occurs in respect of the Company and is continuing, the Issue Price plus
Accrued Original Issue Discount, if any, and accrued but unpaid cash interest,
if any, and accrued and unpaid Liquidated Damages, if any, on all the Securities
shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders of Securities. Holders may not
enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, Holders of a
majority in aggregate Principal Amount at Maturity of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing Default (except a
Default in payment of principal or interest) if and so long as it determines
that withholding notice is in their interests. The Company is required to file
periodic certificates with the Trustee as to the Company's compliance with the
Indenture and knowledge or status of any Default.

17.   TRUSTEE DEALINGS WITH THE COMPANY

      U.S. Bank National Association, the initial Trustee under the Indenture,
in its individual or any other capacity, may make loans to, accept deposits from
and perform services for the

                                      A-6

<PAGE>

Company or an Affiliate of the Company, and may otherwise deal with the Company
or an Affiliate of the Company, as if it were not the Trustee.

18.   NO RECOURSE AGAINST OTHERS

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

19.   AUTHENTICATION

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

20.   ABBREVIATIONS AND DEFINITIONS

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

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

21.   INDENTURE TO CONTROL; GOVERNING LAW

      In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control. This Security and
the Indenture shall be governed by, and construed in accordance with, the laws
of the State of New York.

      The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to: Open Solutions Inc.,
300 Winding Brook Drive, Glastonbury, Connecticut 06033, Attention: General
Counsel, Facsimile No: (860) 815-5658.

                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Security, fill in the form below:

      I or we assign and transfer this Security to

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

________________________________________________________________________________

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

                                       Your Signature:

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

*Signature guaranteed by:

By:   ______________________________

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

                                      A-8
<PAGE>

                                CONVERSION NOTICE

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

      To convert only part of this Security, state the Principal Amount at
Maturity to be converted (must be $1,000 or a integral multiple of $1,000):
$____________.

      If you want the stock certificate made out in another person's name, fill
in the form below:
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                       Your Signature:

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

*Signature guaranteed by:

By:  ______________________

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

                                      A-9
<PAGE>

                       CHANGE OF CONTROL REPURCHASE NOTICE

To:   Open Solutions Inc.

      The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Open Solutions Inc. (the "Company") as to
the occurrence of a Change of Control with respect to the Company and requests
and instructs the Company to purchase the entire Principal Amount at Maturity of
this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change of Control Repurchase Price, together
with accrued and unpaid cash interest and Liquidated Damages, if any, to, but
excluding, such date, to the registered Holder hereof.

Dated: ____________                     _____________________________________

                                        _____________________________________
                                        Signature(s)

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

                                        _____________________________________
                                        Signature Guaranty

Principal Amount at Maturity to be redeemed
(in an integral multiple of $1,000, if less than all):

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

                                      A-10
<PAGE>

                            OPTION TO ELECT PURCHASE
                               ON SPECIFIED DATES

To:   Open Solutions Inc.

      The undersigned hereby requests and instructs Open Solutions Inc. to
purchase the entire Principal Amount at Maturity of this Security, or the
portion thereof (which is $1,000 or an integral multiple thereof) below
designated, on ________________ in accordance with the terms of the Indenture
referred to in this Security at the Put Right Purchase Price for the next
occurring Put Right Purchase Date to the registered Holder hereof.

Dated: ____________                     ____________________________________
                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule 17Ad-
                                        15 under the Securities Exchange Act of
                                        1934.

                                        ____________________________________
                                        Signature Guaranty

Principal Amount at Maturity to be redeemed
(in an integral multiple of $1,000, if less than all):

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

                                      A-11
<PAGE>

                       SCHEDULE OF EXCHANGES OF SECURITIES

      The following exchanges, purchase, redemptions, purchases or conversions
of a part of this Global Security have been made:

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

                                      A-12
<PAGE>

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

Re: Senior Subordinated Convertible Notes Due 2035 (the "Securities") of Open
Solutions Incorporated

      This certificate relates to $_____ Principal Amount at Maturity of
Securities owned in (check applicable box)

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

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

      In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.12 of the
Indenture dated as of February 2, 2005 between Open Solutions Inc. and U.S. Bank
National Association, as trustee (the "Indenture"), and the transfer of such
Security is being made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act") (check applicable box)
or the transfer or exchange, as the case may be, of such Security does not
require registration under the Securities Act because (check applicable box):

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

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

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

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

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

      [ ]   Such Security is being transferred to a non-U.S. Person in an
            offshore transaction in compliance with Rule 904 of Regulation S
            under the Securities Act (or any successor thereto).

                                      A-13
<PAGE>

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

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

Date: _____________________                  ___________________________________
                                             (Insert Name of Transferor)

                                      A-14