<PAGE>

                                                                EXECUTION COPY
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                               INVITROGEN CORPORATION


                                    $172,500,000


                   5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2007

                              ________________________

                                     INDENTURE

                             Dated as of March 1, 2000

                              ________________________



                                ____________________

              STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.

                                      Trustee
                                 ____________________



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<PAGE>

<TABLE>
                                  TABLE OF CONTENTS

<S>                                                                       <C>
ARTICLE I. DEFINITIONS; TRUST INDENTURE ACT. . . . . . . . . . . . . . . . 1
     Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . 1
     Section 1.02. Other Definitions.. . . . . . . . . . . . . . . . . . . 5
     Section 1.03. Incorporation by Reference of Trust Indenture Act.. . . 6
     Section 1.04. Rules of Construction.. . . . . . . . . . . . . . . . . 6
ARTICLE II. THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     Section 2.01. Form and Dating.. . . . . . . . . . . . . . . . . . . . 6
     Section 2.02. Execution and Authentication. . . . . . . . . . . . . . 8
     Section 2.03. Registrar and Paying Agent. . . . . . . . . . . . . . . 9
     Section 2.04. Paying Agent to Hold Money in Trust.. . . . . . . . . . 9
     Section 2.05. Holder Lists. . . . . . . . . . . . . . . . . . . . . . 9
     Section 2.06. Transfer and Exchange.. . . . . . . . . . . . . . . . . 9
     Section 2.07. Replacement Notes.. . . . . . . . . . . . . . . . . . .14
     Section 2.08. Outstanding Notes.. . . . . . . . . . . . . . . . . . .14
     Section 2.09. Treasury Notes. . . . . . . . . . . . . . . . . . . . .14
     Section 2.10. Temporary Notes; Global Notes.. . . . . . . . . . . . .15
     Section 2.11. Cancellation. . . . . . . . . . . . . . . . . . . . . .15
     Section 2.12. Defaulted Interest. . . . . . . . . . . . . . . . . . .16
ARTICLE III. REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . .16
     Section 3.01. Notices to Trustee. . . . . . . . . . . . . . . . . . .16
     Section 3.02. Selection of Notes to Be Redeemed.. . . . . . . . . . .16
     Section 3.03. Notice of Redemption. . . . . . . . . . . . . . . . . .17
     Section 3.04. Effect of Notice of Redemption. . . . . . . . . . . . .17
     Section 3.05. Deposit of Redemption Price.. . . . . . . . . . . . . .18
     Section 3.06. Notes Redeemed in Part. . . . . . . . . . . . . . . . .18
     Section 3.07. Optional Redemption.. . . . . . . . . . . . . . . . . .18
     Section 3.08. Mandatory Redemption. . . . . . . . . . . . . . . . . .18
     Section 3.09. Purchase Offer. . . . . . . . . . . . . . . . . . . . .18
ARTICLE IV. COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . .20
     Section 4.01. Payment of Notes. . . . . . . . . . . . . . . . . . . .20
     Section 4.02. Reports.. . . . . . . . . . . . . . . . . . . . . . . .20
     Section 4.03. Compliance Certificate. . . . . . . . . . . . . . . . .20
     Section 4.04. Stay, Extension and Usury Laws. . . . . . . . . . . . .21
     Section 4.05. Corporate Existence.. . . . . . . . . . . . . . . . . .21
     Section 4.06. Taxes.. . . . . . . . . . . . . . . . . . . . . . . . .21
     Section 4.07. Change of Control.. . . . . . . . . . . . . . . . . . .22
     Section 4.08. Limitation on Status As Investment Company. . . . . . .22
ARTICLE V. CONVERSION. . . . . . . . . . . . . . . . . . . . . . . . . . .22
     Section 5.01. Conversion Privilege. . . . . . . . . . . . . . . . . .22
     Section 5.02. Conversion Procedure. . . . . . . . . . . . . . . . . .23
     Section 5.03. Fractional Shares.. . . . . . . . . . . . . . . . . . .23
     Section 5.04. Taxes on Conversion.. . . . . . . . . . . . . . . . . .23
     Section 5.05. Company to Provide Stock. . . . . . . . . . . . . . . .24
     Section 5.06. Adjustment of Conversion Price. . . . . . . . . . . . .24
     Section 5.07. No Adjustment.. . . . . . . . . . . . . . . . . . . . .27
     Section 5.08. Other Adjustments.. . . . . . . . . . . . . . . . . . .27
     Section 5.09. Adjustments for Tax Purposes. . . . . . . . . . . . . .27


                                        i
<PAGE>

     Section 5.10. Notice of Adjustment. . . . . . . . . . . . . . . . . .27
     Section 5.11. Notice of Certain Transactions. . . . . . . . . . . . .28
     Section 5.12. Effect of Reclassifications, Consolidations, Mergers
                    or Sales on Conversion Privilege.. . . . . . . . . . .28
     Section 5.13. Trustee's Disclaimer. . . . . . . . . . . . . . . . . .29
ARTICLE VI. SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . .29
     Section 6.01. Agreement to Subordinate and Ranking. . . . . . . . . .29
     Section 6.02. No Payment on Notes if Senior Debt in Default.. . . . .29
     Section 6.03. Distribution on Acceleration of Notes; Dissolution and
                    Reorganization; Subrogation of Notes.. . . . . . . . .30
     Section 6.04. Reliance by Senior Debt on Subordination Provisions.. .33
     Section 6.05. No Waiver of Subordination Provisions.. . . . . . . . .33
     Section 6.06. Trustee's Relation to Senior Debt.. . . . . . . . . . .34
     Section 6.07. Other Provisions Subject Hereto.. . . . . . . . . . . .34
ARTICLE VII. SUCCESSORS. . . . . . . . . . . . . . . . . . . . . . . . . .34
     Section 7.01. limitation on Merger, Sale or consolidation.. . . . . .34
     Section 7.02. Successor Corporation Substituted.. . . . . . . . . . .35
ARTICLE VIII. DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . .35
     Section 8.01. Events of Default.. . . . . . . . . . . . . . . . . . .35
     Section 8.02. Acceleration. . . . . . . . . . . . . . . . . . . . . .37
     Section 8.03. Other Remedies. . . . . . . . . . . . . . . . . . . . .37
     Section 8.04. Waiver of Past Defaults.. . . . . . . . . . . . . . . .38
     Section 8.05. Control by majority.. . . . . . . . . . . . . . . . . .38
     Section 8.06. Limitation on Suits.. . . . . . . . . . . . . . . . . .38
     Section 8.07. Rights of Holders to Receive Payment. . . . . . . . . .38
     Section 8.08. Collection Suit by Trustee. . . . . . . . . . . . . . .39
     Section 8.09. Trustee May File Proofs of Claim. . . . . . . . . . . .39
     Section 8.10. Priorities. . . . . . . . . . . . . . . . . . . . . . .39
     Section 8.11. Undertaking for Costs.. . . . . . . . . . . . . . . . .39
ARTICLE IX. TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . .40
     Section 9.01. Duties of Trustee.. . . . . . . . . . . . . . . . . . .40
     Section 9.02. Rights of Trustee.. . . . . . . . . . . . . . . . . . .40
     Section 9.03. Individual Rights of Trustee. . . . . . . . . . . . . .41
     Section 9.04. Trustee's Disclaimer. . . . . . . . . . . . . . . . . .41
     Section 9.05. Notice of Defaults. . . . . . . . . . . . . . . . . . .41
     Section 9.06. Reports by Trustee to Holders.. . . . . . . . . . . . .41
     Section 9.07. Compensation and Indemnity. . . . . . . . . . . . . . .41
     Section 9.08. Replacement of Trustee. . . . . . . . . . . . . . . . .42
     Section 9.09. Successor Trustee by Merger, Etc. . . . . . . . . . . .43
     Section 9.10. Eligibility; Disqualification.. . . . . . . . . . . . .43
     Section 9.11. Preferential Collection of Claims Against Company.. . .43
ARTICLE X. DISCHARGE OF INDENTURE. . . . . . . . . . . . . . . . . . . . .43
     Section 10.01. Termination of Company's Obligations.. . . . . . . . .43
     Section 10.02. Repayment to Company.. . . . . . . . . . . . . . . . .44
ARTICLE XI. AMENDMENTS, SUPPLEMENTS AND WAIVERS. . . . . . . . . . . . . .44
     Section 11.01. Without Consent of Holders.. . . . . . . . . . . . . .44
     Section 11.02. With Consent of Holders. . . . . . . . . . . . . . . .44
     Section 11.03. Compliance with Trust Indenture Act. . . . . . . . . .45
     Section 11.04. Revocation and Effect of Consents. . . . . . . . . . .45
     Section 11.05. Notation on or Exchange of Notes.. . . . . . . . . . .46


                                       ii
<PAGE>

     Section 11.06. Trustee Protected. . . . . . . . . . . . . . . . . . .46
ARTICLE XII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .46
     Section 12.01. Trust Indenture Act Controls.. . . . . . . . . . . . .46
     Section 12.02. Notices. . . . . . . . . . . . . . . . . . . . . . . .46
     Section 12.03. Communication by Holders with Other Holders. . . . . .47
     Section 12.04. Certificate and Opinion as to Conditions Precedent.. .47
     Section 12.05. Statements Required in Certificate or Opinion. . . . .47
     Section 12.06. Rules by Trustee and Agents. . . . . . . . . . . . . .47
     Section 12.07. Legal Holidays.. . . . . . . . . . . . . . . . . . . .48
     Section 12.08. No Recourse Against Others.. . . . . . . . . . . . . .48
     Section 12.09. Counterparts and Facsimile Signatures. . . . . . . . .48
     Section 12.10. Variable Provisions. . . . . . . . . . . . . . . . . .48
     Section 12.11. Governing Law, submission to jurisdiction. . . . . . .49
     Section 12.12. No Adverse Interpretation of Other Agreements. . . . .49
     Section 12.13. Successors.. . . . . . . . . . . . . . . . . . . . . .49
     Section 12.14. Severability.. . . . . . . . . . . . . . . . . . . . .50
     Section 12.15. Table of Contents, Headings, Etc.. . . . . . . . . . .50
</TABLE>

                                       iii
<PAGE>

       INDENTURE, dated as of March 1, 2000, between Invitrogen Corporation, a
Delaware corporation (the "COMPANY"), and State Street Bank and Trust Company of
California, N.A., a national banking association, as trustee (the "TRUSTEE").

       Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined in Section 1.01 hereof)
of the Company's 5 1/2% Convertible Subordinated Notes due 2007 (the "NOTES"):

                                     ARTICLE I.
                          DEFINITIONS; TRUST INDENTURE ACT

SECTION 1.01.  DEFINITIONS.

       "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

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

       "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
authorized committee of the Board of Directors.

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

       "BUSINESS DAY" means any day that is not a Legal Holiday.

       "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents, however designated, of corporate stock, including,
without limitation, partnership interests.

       "CHANGE OF CONTROL" means (i) the sale, lease, transfer, conveyance or
other disposition, in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company to any "Person" or
"group," within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange
Act or any successor provision to either of the foregoing, including any group
acting for the purpose of acquiring, holding or disposing of securities within
the meaning of Rule 13d-5(b)(1) under the Exchange Act; (ii) the approval by the
requisite stockholders of the Company of a plan of liquidation or dissolution of
the Company; (iii) any "Person" or "group," within the meaning of Sections
13(d) and 14(d)(2) of the Exchange Act or any successor provision to either of
the foregoing, including any group acting for the purpose of acquiring, holding
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act, becomes the "beneficial owner", as defined in Rule 13d-3 under the
Exchange Act, of more than 50% of the total voting power of all classes of the
Company's voting stock and/or warrants or options to acquire such voting stock,
calculated on a fully diluted basis, unless, as a result of such transaction,
the Company's ultimate direct or indirect ownership is substantially the same
immediately after such transaction as it was immediately prior to such
transaction; or (iv) the first day on which a majority of the members of the
Company's Board of Directors are not Continuing Directors.

       "CHANGE OF CONTROL OFFER" means a Purchase Offer.


<PAGE>

       "COMMON STOCK" means the common stock, par value $0.01 per share, of the
Company as the same exists at the date of the execution of this Indenture or as
such stock may be constituted from time to time.

       "COMPANY" means the party named as such above until a successor replaces
it in accordance with Article VII and thereafter means the successor.

       "CONTINUING DIRECTOR" means, at any date of determination, any member of
the Company's Board of Directors (i) who was a member of the Company's Board of
Directors on the Issuance Date, or (ii) who was nominated for election or
elected to the Company's Board of Directors by at least a majority of the
directors who were such Continuing Directors at the time of such nomination or
election or whose election to the Company's Board of Directors was recommended
or endorsed by at least a majority of the directors who were such Continuing
Directors at the time of such nomination or election.

       "DAILY MARKET PRICE" means the price of a share of Common Stock on the
relevant date, determined (a) on the basis of the last reported sale price
regular way of the Common Stock as reported on the Nasdaq Stock Market's
National Market (the "NNM"), or if the Common Stock is not then listed on the
NNM, as reported on such national securities exchange upon which the Common
Stock is listed, or (b) if there is no such reported sale on the day in
question, on the basis of the average of the closing bid and asked quotations
regular way as so reported, or (c) if the Common Stock is not listed on the
NNM or on any national securities exchange, on the basis of the average of
the high bid and low asked quotations regular way on the day in question in
the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotation System, or if not so quoted, as
reported by National Quotation Bureau, Incorporated, or a similar
organization.

       "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

       "DEPOSITARY" shall mean The Depository Trust Company, its nominees and
their respective successors.

       "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any Indebtedness that is
convertible into, or exchangeable for, Capital Stock.

       "EXCESS PAYMENT" means the excess of (A) the aggregate of the cash and
value of other consideration paid by the Company or any of its Subsidiaries with
respect to shares acquired in a tender offer or other negotiated transaction
over (B) the market value of such acquired shares after giving effect to the
completion of a tender offer or other negotiated transaction.

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

       "EXCHANGE RATE CONTRACT" means, with respect to any Person, any currency
swap agreements, forward exchange rate agreements, foreign currency futures or
options, exchange rate collar agreements, exchange rate insurance and other
agreements or arrangements, or combination thereof, the principal purpose of
which is to provide protection against fluctuations in currency exchange rates.
An Exchange Rate Contract may also include an Interest Rate Agreement.

       "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public


                                      -2-
<PAGE>

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved
by a significant segment of the accounting profession, which are in effect on
the Issuance Date and are applied on a consistent basis.

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

       "HOLDER" means a Person in whose name a Note is registered in the
register referred to in Section 2.03.

       "INDEBTEDNESS" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit, or reimbursement agreements in respect thereof, or representing the
balance deferred and unpaid of the purchase price of any property (which
purchase price is due more than six months after the placing into service or
delivery of such property) including pursuant to capital leases and
sale-and-leaseback transactions, or representing any hedging obligations
under an Exchange Rate Contract or an Interest Rate Agreement, except any
such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing indebtedness, other than obligations under an
Exchange Rate Contract or an Interest Rate Agreement, would appear as a
liability upon a balance sheet of such Person prepared in accordance with
GAAP, and also includes, to the extent not otherwise included, the Guarantee
of items which would be included within this definition.  The amount of any
Indebtedness outstanding as of any date shall be the accreted value thereof,
in the case of any Indebtedness issued with original issue discount.
Indebtedness shall not include liabilities for taxes of any kind.

       "INDENTURE" means this Indenture, as amended from time to time.

       "INITIAL PURCHASERS" means Donaldson, Lufkin & Jenrette Securities
Corporation, Bear, Stearns & Co. Inc., Chase Securities Inc., Dain Rauscher
Incorporated and U.S. Bancorp Piper Jaffray Inc.

       "INTEREST RATE AGREEMENT" means, with respect to any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement the principal purpose of which is to protect the
party indicated therein against fluctuations in interest rates.

       "ISSUANCE DATE" means the date on which the Notes are first authenticated
and issued.

       "NOTES" has the meaning set forth in the preamble hereto.

       "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

       "OFFICERS' CERTIFICATE" means a certificate of the Company signed by two
Officers, one of whom must be the Chairman of the Board, the President, the
Treasurer or a Vice President of the Company.

       "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee.  The counsel may be an employee of or
counsel to the Company or the Trustee.


                                      -3-
<PAGE>

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

       "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of February
25, 2000, among the Company and the Initial Purchasers.

       "REGISTRATION DEFAULT" has the meaning set forth in Section 2 of the
Notes.

        "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
relating to the Notes and the underlying Common Stock, dated March 1, 2000,
among the Company and the Initial Purchasers party thereto.

        "SEC" means the Securities and Exchange Commission.

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

       "SENIOR DEBT" means the principal of, interest on and other amounts due
on (i) Indebtedness of the Company, whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed by the Company, for money
borrowed from banks or other financial institutions; (ii) Indebtedness of the
Company, whether outstanding on the date hereof or thereafter created, incurred,
assumed or guaranteed by the Company; and (iii) Indebtedness of the Company
under interest rate swaps, caps or similar hedging agreements and foreign
exchange contracts, currency swaps or similar agreements: unless, in the
instrument creating or evidencing or pursuant to which Indebtedness under (i) or
(ii) is outstanding, it is expressly provided that such Indebtedness is not
senior in right of payment to the Notes.  Senior Debt includes, with respect to
the obligations described in clauses (i) and (ii) above, interest accruing,
pursuant to the terms of such Senior Debt, on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not post-filing interest is allowed in such proceeding, at the rate specified in
the instrument governing the relevant obligation.  Notwithstanding anything to
the contrary in the foregoing, Senior Debt shall not include:  (a) Indebtedness
of or amounts owed by the Company for compensation to employees, or for goods or
materials purchased in the ordinary course of business, or for services; and (b)
Indebtedness of the Company to any Subsidiary of the Company.

       "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in the
Registration Rights Agreement.

       "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Company which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act, as such Regulation is in effect on the date
hereof.

       "SPECIAL INTEREST" has the meaning set forth in Section 2 of the Notes.

       "SUBSIDIARY" means any corporation, association 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, to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more of the other
Subsidiaries of that Person or a combination thereof.


                                      -4-
<PAGE>

       "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of execution of this Indenture.

       "TRUSTEE" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor.

       "TRUST OFFICER" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

       "WHOLLY-OWNED SUBSIDIARY" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly-Owned Subsidiaries of such Person and one
or more Wholly-Owned Subsidiaries of such Person.

SECTION 1.02.  OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                        DEFINED
             TERM                                     IN SECTION
             ----                                     ----------
<S>                                                   <C>
             "ACCREDITED INVESTOR RESTRICTED NOTES"...  2.01
             "AGENT MEMBER"...........................  2.01
             "BANKRUPTCY LAW".........................  8.01
             "CEDEL"..................................  2.01
             "CHANGE OF CONTROL PAYMENT"..............  4.07
             "COMMENCEMENT DATE"......................  3.09
             "CONVERSION AGENT".......................  2.03
             "CONVERSION DATE"........................  5.02
             "CONVERSION PRICE".......................  5.01
             "CONVERSION SHARES"......................  5.06
             "CUSTODIAN"..............................  8.01
             "DISTRIBUTION DATE"......................  5.06
             "DISTRIBUTION RECORD DATE"...............  5.06
             "EUROCLEAR"..............................  2.01
             "EVENT OF DEFAULT".......................  8.01
             "GLOBAL NOTE"............................  2.01
             "LEGAL HOLIDAY".......................... 12.08
             "OFFER AMOUNT"...........................  3.09
             "OFFICER"................................ 12.11
             "PAYING AGENT"...........................  2.03
             "PAYMENT BLOCKAGE NOTICE"................  6.02
             "PAYMENT BLOCKAGE PERIOD"................  6.02
             "PAYMENT DEFAULT"........................  8.01
             "PURCHASE DATE"..........................  3.09
             "PURCHASE OFFER".........................  3.09
             "QIBs"...................................  2.01
             "REGULATION S"...........................  2.01
             "REGULATION S GLOBAL NOTE" ..............  2.01
             "REGISTRAR"..............................  2.03
             "RESTRICTED NOTES".......................  2.01
             "RIGHTS".................................  5.06
             "RULE 144A"..............................  2.01


                                      -5-
<PAGE>

             "RULE 144A GLOBAL NOTE"..................  2.01
             "TENDER PERIOD"..........................  3.09
</TABLE>

SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

       Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

       The following TIA terms used in this Indenture have the following
meanings:

       "INDENTURE SECURITIES" means the Notes;

       "INDENTURE SECURITY HOLDER" means a Holder of a Note;

       "INDENTURE TO BE QUALIFIED" means this Indenture;

       "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

       "OBLIGOR" on the Notes means the Company or any other obligor on the
Notes.

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

SECTION 1.04.  RULES OF CONSTRUCTION.

       Unless the context otherwise requires:

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

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

               (c)   "OR" is not exclusive;

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

               (e)   provisions apply to successive events and transactions;

               (f)   references to sections of or rules under the Securities Act
       shall be deemed to include substitute, replacement or successor sections
       or rules adopted by the SEC from time to time; and

               (g)   a reference to "$" or U.S. Dollars is to United States
       dollars.


                                      -6-
<PAGE>

                                    ARTICLE II.
                                     THE NOTES

SECTION 2.01.  FORM AND DATING.

               (a)   GENERAL.

       The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, which is hereby incorporated by
reference and expressly made a part of this Indenture.  The Notes may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company).
The Company shall furnish any such legend not contained in Exhibit A to the
Trustee in writing.  Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.
The terms and provisions of the Notes set forth in Exhibit A are part of this
Indenture and to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.  However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

               (b)   GLOBAL NOTES.

       The Notes are being offered and sold by the Company pursuant to the
Purchase Agreement.

       Notes transferred in reliance on Regulation S under the Securities Act
("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued in
the form of one or more permanent Global Notes in definitive, fully registered
form without interest coupons with the Global Notes Legend and Restricted Notes
Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which
shall be deposited on behalf of the transferee of the Notes represented thereby
with the Trustee, as custodian, for the Depositary, and registered in the name
of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or
Cedelbank ("CEDEL"), duly executed by the Company and authenticated by the
Trustee as hereinafter provided.  The aggregate principal amount of the
Regulation S Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee
as hereinafter provided.

       Notes offered and sold to Qualified Institutional Buyers ("QIBs") in
reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the
Purchase Agreement, shall be issued initially in the form of one or more
permanent Global Notes in definitive, fully registered form without interest
coupons with the Global Notes Legend and Restricted Notes Legend set forth in
Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf
of the purchasers of the Notes represented thereby with the Trustee, as
custodian for the Depositary, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided.  The aggregate principal amount of the Rule
144A Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee as
hereinafter provided.

               (c)   BOOK-ENTRY PROVISIONS.


                                      -7-
<PAGE>

       This Section 2.01(c) shall apply only to the Regulation S Global Note and
the Rule 144A Global Note issued in the form of one or more permanent Global
Notes (collectively, the "GLOBAL NOTES") deposited with or on behalf of the
Depositary.

       The Company shall execute and the Trustee shall, in accordance with this
Section 2.01(c), authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depositary for such Global Note
or Global Notes or the nominee of such Depositary and (b) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instructions or
held by the Trustee as custodian for the Depositary.

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

               (d)   CERTIFICATED NOTES.

       Notes offered and sold to "accredited investors"  (as defined in Rule 501
(a) (1), (2), (3), (4), (5), (6) and (7) of Regulation D under the Securities
Act) shall be issued in the form of one or more certificated Notes (subject to a
minimum initial purchase amount of $100,000) in definitive, fully registered
form without interest coupons with the Restricted Notes Legend set forth in
Exhibit A hereto ("ACCREDITED INVESTOR RESTRICTED NOTES"), which shall be
registered in the name of such Accredited Investor or its nominee, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.  Such
Accredited Investor Restricted Notes may only be transferred in reliance on
Regulation S or to QIBs in reliance on Rule 144A.

       In addition to the provisions of Section 2.10, owners of beneficial
interests in Global Notes may, if the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of certificated Notes,
receive a certificated Note, which certificated Note shall bear the Restricted
Notes Legend set forth in Exhibit A hereto (the "RESTRICTED NOTES") unless
otherwise provided in this Section 2.01(d) and Section 2.06(b) hereof.

       After a transfer of any Notes during the period of the effectiveness of a
Shelf Registration Statement with respect to the Notes and pursuant thereto, all
requirements for Restricted Notes Legends on such Note will cease to apply, and
a certificated Note without a Restricted Notes Legend will be available to the
Holder of such Notes.

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

       One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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


                                     -8-
<PAGE>

       A Note shall not be valid until authenticated by the manual signature of
an authorized officer of the Trustee.  The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

       The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate (1) Notes for original issue up to an aggregate principal
amount stated in Section 6 of the Notes.  The aggregate principal amount of
Notes outstanding at any time may not exceed $172,500,000 except as provided in
Section 2.07.

       The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes.  An authenticating agent may authenticate Notes whenever
the Trustee may do so.  Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent.  An authenticating agent has
the same rights as an Agent to deal with Holders, the Company or an Affiliate.

SECTION 2.03.  REGISTRAR AND PAYING AGENT.

       The Company shall maintain in the Borough of Manhattan, City of New
York, State of New York, (i) offices or agencies where the Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") (ii)
offices or agencies where the Notes may be presented for payment ("PAYING
AGENT") and (iii) offices or agencies where the Notes may be presented for
conversion ("CONVERSION AGENT").  The Company initially designates State
Street Bank and Trust Company, N.A., an affiliate of the Trustee, at its
corporate trust offices in the Borough of Manhattan, City of New York, State
of New York to act as Registrar, Paying Agent and Conversion Agent.  The
Registrar shall keep a register of the Notes and of their transfer and
exchange.  The Company may appoint one or more co-registrars, one or more
additional paying agents and one or more additional Conversion Agents in such
other locations as it shall determine.  The term "Registrar" includes any
co-registrar, the term "Paying Agent" includes any additional paying agent
and the term "Conversion Agent" includes any additional conversion agent.
The Company may change any Paying Agent, Registrar or Conversion Agent
without prior notice to any Holder.  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 appoint or maintain another entity as Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such.  The Company or any
of its Affiliates may act as Paying Agent, Registrar or Conversion Agent.

SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

       The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal or interest on the Notes, and will notify the Trustee of any default
by the Company in making any such payment.  While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any money disbursed by it.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon
payment over to the Trustee, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for the money.  If the
Company or an Affiliate of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.

SECTION 2.05.  HOLDER LISTS.

       The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders.  If the Trustee is not the Registrar, the Company


                                    -9-
<PAGE>

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.

SECTION 2.06.  TRANSFER AND EXCHANGE.

       Where Notes are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met.  To permit
registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Notes at the Registrar's request.  No service charge
shall be made to a Holder for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Company may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.10, 3.06 or
11.05 hereof).

       The Company shall not be required (i) to issue, register the transfer of
or exchange any Note for a period beginning at the opening of business 15 days
before the day of any selection of Notes to be redeemed under Section 3.02
hereof and ending at the close of business on the day of selection, or (ii) to
register the transfer, or exchange, of any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.

               (a)   Notwithstanding any provision to the contrary herein, so
       long as a Global Note remains outstanding and is held by or on behalf of
       the Depositary, transfers of a Global Note, in whole or in part, or of
       any beneficial interest therein, shall only be made in accordance with
       Section 2.01(b) and this Section 2.06(a); PROVIDED, HOWEVER, that
       beneficial interests in a Global Note may be transferred to Persons who
       take delivery thereof in the form of a beneficial interest in the same
       Global Note in accordance with the transfer restrictions set forth in the
       Restricted Notes Legend and under the heading "Notice to Investors" in
       the Company's Offering Memorandum dated February 25, 2000.

                     (i)    Except for transfers or exchanges made in
               accordance with clauses (ii) through (iv) of this Section
               2.06(a), transfers of a Global Note shall be limited to
               transfers of such Global Note in whole, but not in part, to
               nominees of the Depositary or to a successor of the
               Depositary or such successor's nominee.

                     (ii)   RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL
               NOTE.  If an owner of a beneficial interest in the Rule 144A
               Global Note deposited with the Depositary or the Trustee as
               custodian for the Depositary wishes at any time to transfer
               its interest in such Rule 144A Global Note to a Person who is
               required to take delivery thereof in the form of an interest
               in the Regulation S Global Note, such owner may, subject to
               the rules and procedures of the Depositary, exchange or cause
               the exchange of such interest for an equivalent beneficial
               interest in the Regulation S Global Note.  Upon receipt by
               the principal Registrar of (1) instructions given in
               accordance with the Depositary's procedures from an Agent
               Member directing the principal Registrar to credit or cause
               to be credited a beneficial interest in the Regulation S
               Global Note in an amount equal to the beneficial interest in
               the Rule 144A Global Note to be exchanged, (2) a written
               order given in accordance with the Depositary's procedures
               containing information regarding the participant account of
               the Depositary and the Euroclear or Cedel


                                    -10-
<PAGE>

               account to be credited with such increase and (3) a certificate
               in the form of Exhibit B attached hereto given by the Holder of
               such beneficial interest, then the principal Registrar shall
               instruct the Depositary to reduce or cause to be reduced the
               principal amount of the Rule 144A Global Note and to increase
               or cause to be increased the principal amount of the
               Regulation S Global Note by the aggregate principal amount of
               the beneficial interest in the Rule 144A Global Note equal to
               the beneficial interest in the Regulation S Global Note to be
               exchanged or transferred, to credit or cause to be credited
               to the account of the Person specified in such instructions a
               beneficial interest in the Regulation S Global Note equal to
               the reduction in the principal amount of the Rule 144A Global
               Note and to debit or cause to be debited from the account of
               the Person making such exchange or transfer the beneficial
               interest in the Rule 144A Global Note that is being exchanged
               or transferred.

                     (iii)  REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL
               NOTE.  If an owner of a beneficial interest in the Regulation
               S Global Note deposited with the Depositary or with the
               Trustee as custodian for the Depositary wishes at any time to
               transfer its interest in such Regulation S Global Note to a
               Person who is required to take delivery thereof in the form
               of an interest in the Rule 144A Global Note, such Holder may,
               subject to the rules and procedures of Euroclear or Cedel, as
               the case may be, and the Depositary, exchange or cause the
               exchange of such interest for an equivalent beneficial
               interest in the Rule 144A Global Note.  Upon receipt by the
               principal Registrar of (1) instructions from Euroclear or
               Cedel, if applicable, and the Depositary, directing the
               principal Registrar to credit or cause to be credited a
               beneficial interest in the Rule 144A Global Note equal to the
               beneficial interest in the Regulation S Global Note to be
               exchanged or transferred, (2) a written order given in
               accordance with the Depositary's procedures containing
               information regarding the participant account of the
               Depositary and (3) a certificate in the form of Exhibit C
               attached hereto given by the owner of such beneficial
               interest, then Euroclear or Cedel or the principal Registrar,
               as the case may be, will instruct the Depositary to reduce or
               cause to be reduced the Regulation S Global Note and to
               increase or cause to be increased the principal amount of the
               Rule 144A Global Note by the aggregate principal amount of
               the beneficial interest in the Regulation S Global Note to be
               exchanged or transferred, and the principal Registrar shall
               instruct the Depositary, concurrently with such reduction, to
               credit or cause to be credited to the account of the Person
               specified in such instructions a beneficial interest in the
               Rule 144A Global Note equal to the reduction in the principal
               amount of the Regulation S Global Note and to debit or cause
               to be debited from the account of the Person making such
               exchange or transfer the beneficial interest in the
               Regulation S Global Note that is being exchanged or
               transferred.

                     (iv)   GLOBAL NOTE TO RESTRICTED NOTE.  If an owner of
               a beneficial interest in a Global Note deposited with the
               Depositary or with the Trustee as custodian for the
               Depositary wishes at any time to transfer its interest in
               such Global Note to a Person who is required to take delivery
               thereof in the form of a Restricted Note, such owner may,
               subject to the rules and procedures of Euroclear or Cedel, if
               applicable, and the Depositary, cause the exchange of such
               interest for one or more Restricted Notes of any authorized
               denomination or denominations and of the same aggregate
               principal amount.  Upon receipt by the principal Registrar of
               (1) instructions from Euroclear or Cedel, if applicable, and
               the Depositary directing


                                     -11-
<PAGE>

               the principal Registrar to authenticate and deliver one or more
               Restricted Notes of the same aggregate principal amount as the
               beneficial interest in the Global Note to be exchanged, such
               instructions to contain the name or names of the designated
               transferee or transferees, the authorized denomination or
               denominations of the Restricted Notes to be so issued and
               appropriate delivery instructions, (2) a certificate in the form
               of Exhibit D attached hereto given by the owner of such
               beneficial interest to the effect set forth therein, (3) a
               certificate in the form of Exhibit E attached hereto given by the
               Person acquiring the Restricted Notes for which such interest is
               being exchanged, to the effect set forth therein, and (4)
               such other certifications, legal opinions or other
               information as the Company 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, then Euroclear or Cedel,
               if applicable, or the principal Registrar, as the case may
               be, will instruct the Depositary to reduce or cause to be
               reduced such Global Note by the aggregate principal amount of
               the beneficial interest therein to be exchanged and to debit
               or cause to be debited from the account of the Person making
               such transfer the beneficial interest in the Global Note that
               is being transferred, and concurrently with such reduction
               and debit the Company shall execute, and the Trustee shall
               authenticate and deliver, one or more Restricted Notes of the
               same aggregate principal amount in accordance with the
               instructions referred to above.

                     (v)    RESTRICTED NOTE TO RESTRICTED NOTE.  If a Holder
               of a Restricted Note wishes at any time to transfer such
               Restricted Note to a Person who is required to take delivery
               thereof in the form of a Restricted Note, such Holder may,
               subject to the restrictions on transfer set forth herein and
               in such Restricted Note, cause the exchange of such
               Restricted Note for one or more Restricted Notes of any
               authorized denomination or denominations and of the same
               aggregate principal amount.  Upon receipt by the principal
               Registrar of (1) such Restricted Note, duly endorsed as
               provided herein, (2) instructions from such Holder directing
               the principal Registrar to authenticate and deliver one or
               more Restricted Notes of the same aggregate principal amount
               as the Restricted Note to be exchanged, such instructions to
               contain the name or authorized denomination or denominations
               of the Restricted Notes to be so issued and appropriate
               delivery instructions, (3) a certificate from the Holder of
               the Restricted Note to be exchanged in the form of Exhibit D
               attached hereto, (4) a certificate in the form of Exhibit E
               attached hereto given by the Person acquiring the Restricted
               Notes for which such interest is being exchanged, to the
               effect set forth therein, and (5) such other certifications,
               legal opinions or other information as the Company 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, then the Registrar shall cancel or cause to be canceled
               such Restricted Note and concurrently therewith, the Company
               shall execute, and the Trustee shall authenticate and
               deliver, one or more Restricted Notes of the same aggregate
               principal amount, in accordance with the instructions
               referred to above.

                     (vi)   RESTRICTED NOTE TO RULE 144A GLOBAL NOTE.  If an
               owner of a Restricted Note registered in the name of such
               owner wishes at any time to transfer such Restricted Note to a
               Person who is required to take delivery thereof in the form of
               an interest in the Rule 144A Global Note, such Holder may,
               subject to the


                                     -12-
<PAGE>

               rules and procedures of the Depositary, exchange or cause the
               exchange of such Restricted Note for an equivalent beneficial
               interest in the Rule 144A Global Note.  Upon receipt by the
               principal Registrar of (1) instructions from the Company,
               directing the principal Registrar (A) to credit or cause to be
               credited a beneficial interest in the Rule 144A Global Note equal
               to the principal amount of the Restricted Note to be exchanged or
               transferred and (B) to cancel such Restricted Note to be
               exchanged or transferred, (2) a written order given in accordance
               with the Depositary's procedures containing information regarding
               the participant account of the Depositary and (3) a certificate
               in the form of Exhibit C attached hereto given by the owner of
               such Restricted Note, then the principal Registrar will instruct
               the Trustee to cancel such Restricted Note and will instruct
               the Depositary to increase or cause to be increased the
               principal amount of the Rule 144A Global Note by the principal
               amount of the Restricted Note to be exchanged or transferred,
               and the principal Registrar shall instruct the Depositary,
               concurrently with such cancellation of the Restricted Note, to
               credit or cause to be credited to the account of the Person
               specified in such instructions a beneficial interest in the
               Rule 144A Global Note equal to the principal amount of the
               Restricted Note to be canceled by the Trustee.

                     (vii)  RESTRICTED NOTE TO REGULATION S GLOBAL NOTE.  If
               an owner of a Restricted Note registered in the name of such
               owner wishes at any time to transfer such Restricted Note to
               a Person who is required to take delivery thereof in the form
               of an interest in the Regulation S Global Note, such owner
               may, subject to the rules and procedures of the Euroclear or
               Cedel, as the case may be, exchange or cause the exchange of
               such Restricted Note for an equivalent beneficial interest in
               the Regulation S Global Note.  Upon receipt by the principal
               Registrar of (1) instructions from the Company, directing the
               principal Registrar (A) to credit or cause to be credited a
               beneficial interest in the Regulation S Global Note equal to
               the principal amount of the Restricted Note to be exchanged
               or transferred and (B) to cancel such Restricted Note to be
               exchanged or transferred, (2) a written order given in
               accordance with the Depositary's procedures containing
               information regarding the participant account of the
               Euroclear or Cedel account to be credited with such increase
               and (3) a certificate in the form of Exhibit B attached
               hereto given by the Holder of such Restricted Note, then the
               principal Registrar will instruct the Trustee to cancel such
               Restricted Note and will instruct the Depositary to increase
               or cause to be increased the principal amount of the
               Regulation S Global Note by the principal amount of the
               Restricted Note to be exchanged or transferred, and the
               principal Registrar shall instruct the Depositary,
               concurrently with such cancellation of the Restricted Note,
               to credit or cause to be credited to the account of the
               Person specified in such instructions a beneficial interest
               in the Regulation S Global Note equal to the principal amount
               of the Restricted Note to be canceled by the Trustee.

                     (viii) OTHER EXCHANGES.  In the event that a beneficial
               interest in a Global Note is exchanged for a certificated
               Note in definitive registered form pursuant to Section 2.10,
               prior to the effectiveness of a Shelf Registration Statement
               with respect to such Notes, such Notes may be exchanged only
               in accordance with such procedures as are substantially
               consistent with the provisions of clauses (ii) through (v)
               above (including the certification requirements intended to
               ensure that such transfers comply with Rule 144A, Rule 144,
               Regulation S or any other


                                     -13-
<PAGE>

               available exemption from registration, as the case may be)
               and such other procedures as may from time to time be adopted
               by the Company.

               (b)   Except in connection with a Shelf Registration Statement
       contemplated by and in accordance with the terms of the Registration
       Rights Agreement, if Notes are issued upon the transfer, exchange or
       replacement of Notes bearing the Restricted Notes Legend set forth in
       Exhibit A hereto, or if a request is made to remove such Restricted Notes
       Legend on Notes, the Notes so issued shall bear the Restricted Notes
       Legend, or the Restricted Notes Legend shall not be removed, as the case
       may be, unless there is delivered to the Company such satisfactory
       evidence, which may include an opinion of counsel licensed to practice
       law in the State of New York, as may be reasonably required by the
       Company, 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, Rule 144, Regulation S or any other
       available exemption from registration under the Securities Act or, with
       respect to Restricted Notes, that such Notes are not "restricted" within
       the meaning of Rule 144 under the Securities Act.  Upon provision of such
       satisfactory evidence, the Trustee, at the direction of the Company,
       shall authenticate and deliver Notes that do not bear the legend.

               (c)   Neither the Company nor the Trustee shall have any
       responsibility for any actions taken or not taken by the Depositary and
       the Company shall have no responsibility for any actions taken or not
       taken by the Trustee as agent or custodian of the Depositary.

SECTION 2.07.  REPLACEMENT NOTES.

       If the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken or if such Note is mutilated and is surrendered to the Trustee,
the Company shall issue and the Trustee shall authenticate a replacement Note if
the Trustee's and the Company's requirements are met.  If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of both to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss which any of them may suffer if
a Note is replaced.  The Company may charge for its expenses in replacing a
Note.

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

       Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08.  OUTSTANDING NOTES.

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

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


                                     -14-


<PAGE>

       If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

       Except as set forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.

SECTION 2.09.  TREASURY NOTES.

       In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or an Affiliate of the Company shall be considered as though they are
not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10.  TEMPORARY NOTES; GLOBAL NOTES.

               (a)   Until definitive Notes are ready for delivery, the Company
       may prepare and the Trustee shall authenticate temporary Notes.
       Temporary Notes shall be substantially in the form of definitive Notes
       but may have variations that the Company considers appropriate for
       temporary Notes.  Without unreasonable delay, the Company shall prepare
       and the Trustee shall authenticate definitive Notes in exchange for
       temporary Notes.  Holders of temporary Notes shall be entitled to all of
       the benefits of this Indenture.

               (b)   A Global Note deposited with the Depositary or with the
       Trustee as custodian for the Depositary pursuant to Section 2.01 shall be
       transferred to the beneficial owners thereof in the form of certificated
       Notes only (i) in accordance with Section 2.01(d), or (ii) if such
       transfer complies with Section 2.06 and (A) the Depositary notifies the
       Company that it is unwilling or unable to continue as Depositary for such
       Global Note or if at any time such Depositary ceases to be a "clearing
       agency" registered under the Exchange Act and a successor Depositary is
       not appointed by the Company within 90 days after receipt of such notice
       or after it becomes aware of such cessation or (B) an Event of Default
       has occurred and is continuing.

               (c)   Any Global Note that is transferable to the beneficial
       owners thereof in the form of certificated Notes pursuant to Section
       2.01(d) or to this Section 2.10 shall be surrendered by the Depositary to
       the Trustee to be so transferred, in whole or from time to time in part,
       without charge, and the Trustee shall authenticate and deliver, upon such
       transfer of each portion of such Global Note, an equal aggregate
       principal amount of Notes of authorized denominations in the form of
       certificated Notes.  Any portion of a Global Note transferred pursuant to
       this Section 2.10 shall be executed, authenticated and delivered only in
       denominations of $1,000 and any integral multiple thereof and registered
       in such names as the Depositary shall direct.  Any Note in the form of
       certificated Notes delivered in exchange for an interest in the Global
       Notes shall, except as otherwise provided by Section 2.06(b) bear the
       Restricted Notes Legend set forth in Exhibit A hereto.

               (d)   The registered Holder of a Global Note 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 Notes.


                                      -15-

<PAGE>

               (e)   In the event of the occurrence of either of the events
       specified in Section 2.10(b), the Company will promptly make available to
       the Trustee a reasonable supply of certificated Notes in definitive,
       fully registered form without interest coupons.

SECTION 2.11.  CANCELLATION.

       The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment.  The Trustee shall promptly cancel all Notes surrendered for
registration of transfer, exchange, payment, conversion, replacement or
cancellation and shall dispose of canceled Notes as the Company directs.  The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

SECTION 2.12.  DEFAULTED INTEREST.

       If the Company fails to make a payment of interest on the Notes, it shall
pay such defaulted interest plus any interest payable on the defaulted interest,
in any lawful manner.  It may pay such defaulted interest, plus any such
interest payable on it, to the Persons who are Holders on a subsequent special
record date.  The Company shall fix any such record date and payment date,
PROVIDED that no such record date shall be less than 10 days prior to the
related payment date for such defaulted interest.  At least 15 days before any
such record date, the Company shall mail to Holders a notice that states the
special record date, the related payment date and amount of such interest to be
paid.

Section 2.13.  CUSIP NUMBERS.

       The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption and other notices as a convenience to holders of Notes; PROVIDED,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption or notice of a Purchase Offer and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
redemption or Purchase Offer 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 III.
                                     REDEMPTION

SECTION 3.01.  NOTICES TO TRUSTEE.

       If the Company elects to redeem Notes pursuant to the optional redemption
provisions of the Notes and Section 3.07 hereof, it shall notify the Trustee of
the redemption date and the principal amount of Notes to be redeemed.  The
Company shall give the notice provided for in this Section 3.01 at least 30 days
before the redemption date, unless a shorter notice period shall be satisfactory
to the Trustee.  The Company may not give notice of any redemption if the
Company has defaulted in payment of interest and the default is continuing.

SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED.

       If less than all of the Notes are to be redeemed at any time, selection
of Notes shall be made by the Trustee on a PRO RATA basis or by lot or by a
method that complies with the requirements of any


                                      -16-
<PAGE>

exchange on which the Notes are listed and that the Trustee considers fair
and appropriate, provided that no Notes of $1,000 or less shall be redeemed
in part.  The Trustee shall make the selection not more than 60 days and not
less than 30 days before the redemption date from Notes outstanding not
previously called for redemption.  Notes and portions of Notes selected shall
be in amounts of $1,000 or integral multiples of $1,000.  Provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.  The Trustee shall notify the Company promptly
of the Notes or portions of Notes to be called for redemption.

       If any Note selected for partial redemption is converted in part after
such selection, the converted portion of such Note shall be deemed (so far as
may be) to be the portion to be selected for redemption.  The Notes (or portions
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereunder, notwithstanding that any such Note is converted in whole or
in part before the mailing of the notice of redemption.  Upon any redemption of
less than all the Notes, the Company and the Trustee may treat as outstanding
any Notes surrendered for conversion during the period 15 days next preceding
the mailing of a notice of redemption and need not treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

SECTION 3.03.  NOTICE OF REDEMPTION.

       At least 30 days but not more than 60 days before a redemption date, the
Company shall mail, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.  The notice shall
identify the Notes to be redeemed and shall state:

               (a)   the redemption date;

               (b)   the redemption price;

               (c)   if any Note is to be redeemed in part only, the portion of
       the principal amount thereof redeemed, and that, after the redemption
       date, upon surrender of such Note, a new Note in principal amount equal
       to the unredeemed portion thereof shall be issued in the name of the
       Holder thereof upon cancellation of the original Note;

               (d)   the name and address of the Paying Agent;

               (e)   that Notes called for redemption must be surrendered to the
       Paying Agent to collect the redemption price plus accrued interest, if
       any;

               (f)   that interest on Notes called for redemption ceases to
       accrue on and after the redemption date;

               (g)   the paragraph of the Notes pursuant to which the Notes
       called for redemption are being redeemed; and

               (h)   the "CUSIP" number of the Notes to be redeemed.

       Such notice shall also state the current Conversion Price and the date on
which the right to convert such Notes or portions thereof into Common Stock of
the Company will expire.


                                      -17-
<PAGE>

       At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at the Company's expense; PROVIDED that the Company shall
have delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice, as provided in the preceding
paragraph.

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

       Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become due and payable on the redemption
date at the price set forth in the Note.  A notice of redemption may not be
conditional.

SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

       On or before the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date unless theretofore
converted into Common Stock pursuant to the provisions hereof.  The Trustee or
the Paying Agent shall return to the Company any money not required for that
purpose.

SECTION 3.06.  NOTES REDEEMED IN PART.

       Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

SECTION 3.07.  OPTIONAL REDEMPTION.

       The Company may redeem all or any portion of the Notes, upon the terms
and at the redemption prices set forth in the Notes.  Any redemption pursuant to
this Section 3.07 shall be made pursuant to the provisions of Section 3.01
through 3.06 hereof.

SECTION 3.08.  MANDATORY REDEMPTION

       The Company shall not be required to make mandatory redemption payments
or sinking fund payments with respect to the Notes.

SECTION 3.09.  PURCHASE OFFER.

               (a)   In the event that, pursuant to Section 4.07 hereof, the
       Company shall commence an offer to all Holders of the Notes to purchase
       Notes (the "PURCHASE OFFER"), the Company shall follow the procedures in
       this Section 3.09.

               (b)   The Purchase Offer shall remain open for a period specified
       by the Company which shall be no less than 30 calendar days and no more
       than 45 calendar days following its commencement (the "COMMENCEMENT
       DATE") (as determined in accordance with Section 4.07 hereof), except to
       the extent that a longer period is required by applicable law (the
       "TENDER PERIOD").  Upon the expiration of the Tender Period (the
       "PURCHASE DATE"), the Company shall purchase the principal amount of all
       of the Notes required to be purchased pursuant to Section 4.07 hereof
       (the "OFFER AMOUNT").


                                      -18-
<PAGE>

               (c)   If the Purchase Date is on or after an interest payment
       record date and on or before the related interest payment date, any
       accrued interest shall be paid to the Person in whose name a Note is
       registered at the close of business on such record date, and no
       additional interest will be payable to Holders who tender Notes pursuant
       to the Purchase Offer.

               (d)   The Company shall provide the Trustee with notice of the
       Purchase Offer at least 10 days before the Commencement Date.

               (e)   On or before the Commencement Date, the Company or the
       Trustee (at the expense of the Company) shall send, by first class mail,
       a notice to each of the Holders, which shall govern the terms of the
       Purchase Offer and shall state:

                     (i)    that the Purchase Offer is being made pursuant
               to this Section 3.09 and Section 4.07 hereof, that all Notes
               validly tendered will be accepted for payment and the length
               of time the Purchase Offer will remain open;

                     (ii)   the purchase price (as determined in accordance
               with Section 4.07 hereof) and the Purchase Date, and that all
               Notes tendered will be accepted for payment;

                     (iii)  that any Note or portion thereof not tendered or
               accepted for payment will continue to accrue interest;

                     (iv)   that, unless the Company defaults in the payment
               of the purchase price, any Note or portion thereof accepted
               for payment pursuant to the Purchase Offer will cease to
               accrue interest after the Purchase Date;

                     (v)    that Holders electing to have a Note or portion
               thereof purchased pursuant to any Purchase Offer will be
               required to surrender the Note, with the form entitled
               "Option of Holder to Elect Purchase" on the reverse of the
               Note completed, to the Company, a depositary, if appointed by
               the Company, or a Paying Agent at the address specified in
               the notice prior to the close of business on the third
               Business Day preceding the Purchase Date;

                     (vi)   that Holders will be entitled to withdraw their
               election if the Company, depositary or Paying Agent, as the
               case may be, receives, not later than the close of business
               on the second Business Day preceding the Purchase Date, or
               such longer period as may be required by law, a letter or a
               telegram, telex or facsimile transmission (receipt of which
               is confirmed and promptly followed by a letter) setting forth
               the name of the Holder, the principal amount of the Note or
               portion thereof the Holder delivered for purchase and a
               statement that such Holder is withdrawing his election to
               have the Note or portion thereof purchased;

                     (vii)  that Holders whose Notes were purchased only in
               part will be issued new Notes equal in principal amount to
               the unpurchased portion of the Notes surrendered and

                     (viii) the "CUSIP" number of the Notes to be purchased.


                                      -19-
<PAGE>

               (f)   On or prior to the Purchase Date, the Company shall
       irrevocably deposit with the Trustee or a Paying Agent in immediately
       available funds an amount equal to the Offer Amount to be held for
       payment in accordance with the terms of this Section 3.09.  On the
       Purchase Date, the Company shall, to the extent lawful, (i) accept for
       payment the Notes or portions thereof properly tendered pursuant to the
       Purchase Offer, (ii) deliver or cause the Depositary or Paying Agent to
       deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee
       an Officers' Certificate stating such Notes or portions thereof have been
       accepted for payment by the Company in accordance with the terms of this
       Section 3.09.  The Depositary, the Paying Agent or the Company, as the
       case may be, shall promptly (but in any case not later than ten (10)
       calendar days after the Purchase Date) mail or deliver to each tendering
       Holder an amount equal to the purchase price of the Notes tendered by
       such Holder and accepted by the Company for purchase, and the Trustee
       shall promptly authenticate and mail or deliver to such Holders a new
       Note equal in principal amount to any unpurchased portion of the Note
       surrendered.  Any Notes not so accepted shall be promptly mailed or
       delivered by or on behalf of the Company to the Holder thereof.  The
       Company will publicly announce in a newspaper of general circulation the
       results of the Purchase Offer on or as soon as practicable after the
       Purchase Date.

               (g)   The Purchase Offer shall be made by the Company in
       compliance with all applicable provisions of the Exchange Act, and all
       applicable tender offer rules promulgated thereunder, and shall include
       all instructions and materials necessary to enable such Holders to tender
       their Notes.

                                    ARTICLE IV.
                                     COVENANTS

SECTION 4.01.  PAYMENT OF NOTES.

       The Company shall pay the principal of, and premium, if any, and interest
on, the Notes on the dates and in the manner provided in the Notes.  Principal,
premium, if any, and interest shall be considered paid on the date due if the
Paying Agent (other than the Company or an Affiliate of the Company) holds on
that date money designated for and sufficient to pay all principal, premium, if
any, and interest then due.  To the extent lawful, the Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on (i) overdue principal and premium, if any, at the rate borne
by the Notes, compounded semiannually; and (ii) overdue installments of interest
(without regard to any applicable grace period) at the same rate, compounded
semiannually.

       Whenever in this Indenture or the Notes there is mentioned, in any
context, the payment of principal (and premium, if any), Offer Amount, interest
or any other amount payable under or with respect to any Note, such mention
shall be deemed to include mention of the payment of Special Interest provided
for in Section 2 of the Notes to the extent that, in such context, Special
Interest is, was or would be payable in respect thereof pursuant to the
provisions of Section 2 of the Notes, and express mention of the payment of
Special Interest (if applicable) in any provisions hereof shall not be construed
as excluding Special Interest in those provisions hereof where such express
mention is not made (if applicable).

SECTION 4.02.  REPORTS.

       Whether or not required by the rules and regulations of the SEC, so long
as any Notes are outstanding, the Company shall file with the SEC and furnish to
the Trustee and to the Holders of Notes, all quarterly and annual financial
information required to be contained in a filing with the SEC on Forms


                                      -20-
<PAGE>

10-Q and 10-K, including a "Management's Discussion and Analysis of Results
of Operations and Financial Condition" and, with respect to the annual
information only, a report thereon by the Company's certified independent
accountants, in each case, as required by the rules and regulations of the
SEC as in effect on the Issuance Date.

SECTION 4.03.  COMPLIANCE CERTIFICATE.

       The Company shall deliver to the Trustee, within 90 days after the end of
each fiscal year of the Company, an Officers' Certificate stating that a review
of the activities of the Company and its subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under, and complied with the covenants and conditions
contained in, this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his knowledge the Company has
kept, observed, performed and fulfilled each and every covenant, and complied
with the covenants and conditions contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have
knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal or
of interest, if any, on the Notes are prohibited.

       One of the Officers signing such Officers' Certificate shall be either
the Company's principal executive officer, principal financial officer or
principal accounting officer.

       The Company will, so long as any of the Notes are outstanding, deliver to
the Trustee forthwith upon becoming aware of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default.

       Immediately upon the occurrence of any Registration Default giving rise
to Special Interest or the cure of any such Registration Default, the Company
shall give the Trustee notice thereof and of the event giving rise to such
Registration Default or the cure of any such Registration Default (such notice
to be contained in an Officers' Certificate) and prior to receipt of such
Officers' Certificate the Trustee shall be entitled to assume that no such
Registration Default has occurred or been cured, as the case may be.

SECTION 4.04.  STAY, EXTENSION AND USURY LAWS.

       The Company covenants (to the extent that it may lawfully do so) that it
will 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 wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent 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 4.05.  CORPORATE EXISTENCE.

       Subject to Article VII hereof, to the extent permitted by law the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or other
existence of each subsidiary of the Company in accordance with the respective
organizational documents of each subsidiary and the rights (charter and
statutory), licenses and franchises of the Company; provided, however, that the
Company shall not be required to preserve


                                      -21-
<PAGE>

any such right, license or franchise, or the corporate, partnership or other
existence of any subsidiary, if the preservation thereof is no longer
desirable in the conduct of the business of the Company and its subsidiaries
taken as a whole.

SECTION 4.06.  TAXES.

       The Company shall, and shall cause each of its subsidiaries to, pay prior
to delinquency all material taxes, assessments and governmental levies, except
as contested in good faith and by appropriate proceedings.

SECTION 4.07.  CHANGE OF CONTROL.

               (a)   Upon the occurrence of a Change of Control, each Holder of
       Notes shall have the right to require the Company to repurchase all or
       any part (equal to $1,000 or an integral multiple thereof) of such
       Holder's Notes pursuant to the Purchase Offer at a purchase price equal
       to 100% of the principal amount thereof plus accrued and unpaid interest
       to the date of purchase (the "CHANGE OF CONTROL PAYMENT").

               (b)   Within 25 days following any Change of Control, the Company
       shall mail to each Holder the notice provided by Section 3.09(e).

SECTION 4.08.  LIMITATION ON STATUS AS INVESTMENT COMPANY.

       The Company shall not, and shall not permit any Subsidiary to, conduct
its business in a fashion that would cause the Company to be required to be
registered as an "investment company" (as that term is defined in the Investment
Company Act of 1940, as amended.

SECTION 4.09.  SPECIAL INTEREST.

       If Special Interest is payable by the Company pursuant to Section 2 of
the Notes, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Special Interest that is payable and (ii) the
date on which such Special Interest is payable. Unless and until a Trust Officer
of the Trustee receives such a certificate, the Trustee may assume without
inquiry that no such Special Interest is payable.  If the Company has paid
Special Interest directly to the persons entitled to it, the Company shall
deliver to the Trustee a certificate setting forth the particulars of such
payment.

                                     ARTICLE V.
                                     CONVERSION

SECTION 5.01.  CONVERSION PRIVILEGE.

       A Holder of a Note may convert it into fully paid and nonassessable
shares of Common Stock at any time following the Issuance Date and prior to
maturity at the Conversion Price then in effect, except that, with respect to
any Note called for redemption, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the redemption date
(unless the Company shall default in making the redemption payment when it
becomes due, in which case the conversion right shall terminate on the date such
default is cured).  The number of shares of Common Stock issuable upon
conversion of a Note is determined by dividing the principal amount of such Note
by the conversion price in effect on the Conversion Date (the "CONVERSION
PRICE").


                                      -22-
<PAGE>

       The initial Conversion Price is stated in Section 12 of the Notes and is
subject to adjustment as provided in this Article V.

       A holder may convert a portion of a Note equal to any integral multiple
of $1,000.  Provisions of this Indenture that apply to conversion of all of a
Note also apply to conversion of a portion of it.

SECTION 5.02.  CONVERSION PROCEDURE.

       To convert a Note, a holder must satisfy the requirements in Section 12
of the Notes.  The date on which the holder satisfies all of those requirements
is the conversion date (the "CONVERSION DATE").  As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through the
Conversion Agent a certificate for the number of whole shares of Common Stock
issuable upon the conversion and a check for any fractional share determined
pursuant to Section 5.03 hereof.  The Person in whose name the certificate is
registered shall become the stockholder of record on the Conversion Date and, as
of such date, such Person's rights as a Holder shall cease; PROVIDED, HOWEVER,
that no surrender of a Note on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the Person entitled to
receive the shares of Common Stock upon such conversion as the stockholder of
record of such shares of Common Stock on such date, but such surrender shall be
effective to constitute the Person entitled to receive such shares of Common
Stock as the stockholder of record thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
PROVIDED FURTHER, HOWEVER, that such conversion shall be at the Conversion Price
in effect on the date that such Note shall have been surrendered for conversion,
as if the stock transfer books of the Company had not been closed.

       No payment or adjustment will be made for accrued and unpaid interest on
a converted Note, but if any holder surrenders a Note for conversion after the
close of business on the record date for the payment of an installment of
interest and prior to the opening of business on the next interest payment date,
then, notwithstanding such conversion, the interest payable on such interest
payment date shall be paid to the holder of such Note on such record date.  Any
Notes that are, however, delivered to the Company for conversion after any
record date but before the next interest payment date must, except as described
in the next sentence, be accompanied by a payment equal to the interest payable
on such interest payment date on the principal amount of convertible notes being
converted.  The payment to the Company described in the preceding sentence shall
not be required if, during that period between a record date and the next
interest payment date, a conversion occurs on or after the date that the Company
has issued a redemption notice and prior to the date of redemption stated in
such notice.  If any Notes are converted after an interest payment date but on
or before the next record date, no interest will be paid on those Notes.  No
fractional shares will be issued upon conversion, but a cash adjustment will be
made for any fractional shares.

       If a holder converts more than one Note at the same time, the number of
whole shares of Common Stock issuable upon the conversion shall be based on the
total principal amount of Notes converted.

       Upon surrender of a Note that is converted in part, the Trustee shall
authenticate for the holder a new Note equal in principal amount to the
unconverted portion of the Note surrendered.


                                     -23-
<PAGE>

SECTION 5.03.  FRACTIONAL SHARES.

       The Company will not issue fractional shares of Common Stock upon
conversion of a Note.  In lieu thereof, the Company will pay an amount in cash
based upon the Daily Market Price of the Common Stock on the trading day prior
to the date of conversion.

SECTION 5.04.  TAXES ON CONVERSION.

       The issuance of certificates for shares of Common Stock upon the
conversion of any Note shall be made without charge to the converting Holder for
such certificates or for any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the Holder or Holders of the converted
Note; PROVIDED, HOWEVER, that in the event that certificates for shares of
Common Stock are to be issued in a name other than the name of the holder of the
Note converted, such Note, when surrendered for conversion, shall be accompanied
by an instrument of transfer, in form satisfactory to the Company, duly executed
by the registered holder thereof or his duly authorized attorney; and PROVIDED
FURTHER, HOWEVER, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificates in a name other than that of the holder of the
converted Note, and the Company shall not be required to issue or deliver such
certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid or is
not applicable.

SECTION 5.05.  COMPANY TO PROVIDE STOCK.

       The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, solely for
the purpose of issuance upon conversion of Notes as herein provided, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Notes for shares of Common Stock.  All shares of Common Stock which
may be issued upon conversion of the Notes shall be duly authorized, validly
issued, fully paid and nonassessable when so issued.  Shares of Common Stock
issuable upon conversion of a Restricted Note shall bear such restrictive
legends as the Company shall provide in accordance with applicable law.  If
shares of Common Stock are to be issued upon conversion of a Restricted Note and
they are to be registered in a name other than that of the holder of such
Restricted Note, then the Person in whose name such shares of Common Stock are
to be registered must deliver to the Trustee a certificate satisfactory to the
Company and signed by such Person as to compliance with the restrictions on
transfer contained in such restrictive legends.

SECTION 5.06.  ADJUSTMENT OF CONVERSION PRICE.

       The Conversion Price shall be subject to adjustment from time to time as
follows:

               (a)   In case the Company shall (1) pay a dividend in shares of
       Common Stock to holders of Common Stock, (2) make a distribution in
       shares of Common Stock to holders of Common Stock, (3) subdivide its
       outstanding shares of Common Stock into a greater number of shares of
       Common Stock or (4) combine its outstanding shares of Common Stock into a
       smaller number of shares of Common Stock, the Conversion Price in effect
       immediately prior to such action shall be adjusted so that the holder of
       any Note thereafter surrendered for conversion shall be entitled to
       receive the number of shares of Common Stock which he would have owned
       immediately following such action had such Notes been converted
       immediately prior thereto.  Any adjustment made pursuant to this
       subsection (a) shall become effective immediately after the


                                     -24-
<PAGE>

       record date in the case of a dividend or distribution and shall become
       effective immediately after the effective date in the case of a
       subdivision or combination.

               (b)   In case the Company shall issue rights or warrants to
       substantially all holders of Common Stock entitling them (for a period
       commencing no earlier than the record date for the determination of
       holders of Common Stock entitled to receive such rights or warrants and
       expiring not more than 45 days after such record date) to subscribe for
       or purchase shares of Common Stock (or securities convertible into Common
       Stock) at a price per share less than the current market price (as
       determined pursuant to subsection (f) below) of the Common Stock on such
       record date, the Conversion Price shall be adjusted so that the same
       shall equal the price determined by multiplying the Conversion Price in
       effect immediately prior to such record date by a fraction of which the
       numerator shall be the number of shares of Common Stock outstanding on
       such record date, plus the number of shares of Common Stock which the
       aggregate offering price of the offered shares of Common Stock (or the
       aggregate conversion price of the convertible securities so offered)
       would purchase at such current market price, and of which the denominator
       shall be the number of shares of Common Stock outstanding on such record
       date plus the number of additional shares of Common Stock offered (or
       into which the convertible securities so offered are convertible).  Such
       adjustments shall become effective immediately after such record date.

               (c)   In case the Company shall distribute to all holders of
       Common Stock shares of capital stock of the Company other than Common
       Stock, evidences of indebtedness or other assets (other than cash
       dividends out of current or retained earnings), or shall distribute to
       substantially all holders of Common Stock rights or warrants to subscribe
       for securities (other than those referred to in subsection (b) above),
       then in each such case the Conversion Price shall be adjusted so that the
       same shall equal the price determined by multiplying the Conversion Price
       in effect immediately prior to the date of such distribution by a
       fraction of which the numerator shall be the current market price
       (determined as provided in subsection (f) below) of the Common Stock on
       the record date mentioned below less the then fair market value (as
       determined by the Board of Directors, whose determination shall be
       conclusive evidence of such fair market value and described in a Board
       Resolution) of the portion of the assets so distributed or of such
       subscription rights or warrants applicable to one share of Common Stock,
       and of which the denominator shall be such current market price of the
       Common Stock.  Such adjustment shall become effective immediately after
       the record date for the determination of the holders of Common Stock
       entitled to receive such distribution.  Notwithstanding the foregoing, in
       the event that the Company shall distribute rights or warrants (other
       than those referred to in subsection (b) above) ("RIGHTS") PRO RATA to
       holders of Common Stock, the Company may, in lieu of making any
       adjustment pursuant to this Section 5.06, make proper provision so that
       each holder of a Note who converts such Note (or any portion thereof)
       after the record date for such distribution and prior to the expiration
       or redemption of the Rights shall be entitled to receive upon such
       conversion, in addition to the shares of Common Stock issuable upon
       such conversion (the "CONVERSION SHARES"), a number of Rights to be
       determined as follows:  (i) if such conversion occurs on or prior to the
       date for the distribution to the holders of Rights of separate
       certificates evidencing such Rights (the "DISTRIBUTION DATE"), the same
       number of Rights to which a holder of a number of shares of Common Stock
       equal to the number of Conversion Shares is entitled at the time of such
       conversion in accordance with the terms and provisions of and applicable
       to the Rights; and (ii) if such conversion occurs after the Distribution
       Date, the same number of Rights to which a holder of the number of shares
       of Common Stock into which the principal amount of the Note so converted
       was convertible immediately prior to the


                                     -25-
<PAGE>

       Distribution Date would have been entitled on the Distribution Date in
       accordance with the terms and provisions of and applicable to the Rights.

               (d)   In case the Company shall, by dividend or otherwise, at any
       time distribute to all holders of its Common Stock cash (including any
       distributions of cash out of current or retained earnings of the Company
       but excluding any cash that is distributed as part of a distribution
       requiring a Conversion Price adjustment pursuant to paragraph (c) of this
       Section 5.06) in an aggregate amount that, together with the sum of (x)
       the aggregate amount of any other distributions to all holders of its
       Common Stock made in cash plus (y) all Excess Payments, in each case made
       within the 12 months preceding the date fixed for determining the
       stockholders entitled to such distribution (the "DISTRIBUTION RECORD
       DATE") and in respect of which no Conversion Price adjustment pursuant to
       paragraphs (c) or (e) of this Section 5.06 or this paragraph (d) has been
       made, exceeds 15% of the product of the current market price per share
       (determined as provided in paragraph (f) of this Section 5.06) of the
       Common Stock on the Distribution Record Date times the number of shares
       of Common Stock outstanding on the Distribution Record Date (excluding
       shares held in the treasury of the Company), the Conversion Price shall
       be reduced so that the same shall equal the price determined by
       multiplying such Conversion Price in effect immediately prior to the
       effectiveness of the Conversion Price reduction contemplated by this
       paragraph (d) by a fraction of which the numerator shall be the current
       market price per share (determined as provided in paragraph (f) of this
       Section 5.06) of the Common Stock on the Distribution Record Date less
       the amount of such cash and other consideration (including any Excess
       Payments) so distributed applicable to one share (based on the pro rata
       portion of the aggregate amount of such cash and other consideration
       (including any Excess Payments), divided by the shares of Common Stock
       outstanding on the Distribution Record Date) of Common Stock and the
       denominator shall be such current market price per share (determined as
       provided in paragraph (f) of this Section 5.06) of the Common Stock on
       the Distribution Record Date, such reduction to become effective
       immediately prior to the opening of business on the day following the
       Distribution Record Date.

               (e)   In case a tender offer or other negotiated transaction made
       by the Company or any Subsidiary for all or any portion of the Common
       Stock shall be consummated, if an Excess Payment is made in respect of
       such tender offer or other negotiated transaction and the amount of such
       Excess Payment, together with the sum of (x) the aggregate amount of all
       Excess Payments plus (y) the aggregate amount of all distributions to all
       holders of the Common Stock made in cash (specifically including
       distributions of cash out of retained earnings), in each case made within
       the 12 months preceding the date of payment of such current negotiated
       transaction consideration or expiration of such current tender offer, as
       the case may be (the "PURCHASE DATE"), and as to which no adjustment
       pursuant to paragraph (c) or paragraph (d) of this Section 5.06 or this
       paragraph (e) has been made, exceeds 15% of the product of the current
       market price per share (determined as provided in paragraph (f) of this
       Section 5.06) of the Common Stock on the Purchase Date times the number
       of shares of Common Stock outstanding (including any tendered shares but
       excluding any shares held in the treasury of the Company) on the Purchase
       Date, the Conversion Price shall be reduced so that the same shall equal
       the price determined by multiplying such Conversion Price in effect
       immediately prior to the effectiveness of the Conversion Price reduction
       contemplated by this paragraph (e) by a fraction of which the numerator
       shall be the current market price per share (determined as provided in
       paragraph (f) of this Section 5.06) of the Common Stock on the Purchase
       Date less the amount of such Excess Payments and such cash distributions,
       if any, applicable to one share (based on the PRO RATA portion of the
       aggregate amount of such Excess Payments and such cash distributions,
       divided by the shares of Common Stock outstanding on the Purchase Date)
       of Common Stock and the


                                    -26-
<PAGE>

       denominator shall be such current market price per share (determined as
       provided in paragraph (f) of this Section 5.06) of the Common Stock on
       the Purchase Date, such reduction to become effective immediately prior
       to the opening of business on the day following the Purchase Date.

               (f)   The current market price per share of Common Stock on any
       date shall be deemed to be the average of the Daily Market Prices for the
       shorter of (i) ten consecutive business days ending on the last full
       trading day on the exchange or market referred to in determining such
       Daily Market Prices prior to the time of determination or (ii) the period
       commencing on the date next succeeding the first public announcement of
       the issuance of such rights or such warrants or such other distribution
       or such negotiated transaction through such last full trading day on the
       exchange or market referred to in determining such Daily Market Prices
       prior to the time of determination.

               (g)   In any case in which this Section 5.06 shall require that
       an adjustment be made immediately following a record date, 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 5.10 hereof) issuing to the holder of any Note converted after
       such record date the shares of Common Stock and other Capital Stock of
       the Company issuable upon such conversion over and above the shares of
       Common Stock and other Capital Stock of the Company issuable upon such
       conversion only on the basis of the Conversion Price prior to adjustment;
       and, in lieu of the shares the issuance of which is so deferred, the
       Company shall issue or cause its transfer agents to issue due bills or
       other appropriate evidence of the right to receive such shares.

SECTION 5.07.  NO ADJUSTMENT.

       No adjustment in the Conversion Price shall be required until
cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted; PROVIDED, HOWEVER, that any adjustments which by reason of this
Section 5.07 are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations under this
Article V shall be made to the nearest cent or to the nearest one-hundredth
of a share, as the case may be. No adjustment need be made for rights to
purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest.  No adjustment need be made for a change in the par
value or no par value of the Common Stock.

SECTION 5.08.  OTHER ADJUSTMENTS.

       (a)     In the event that, as a result of an adjustment made pursuant to
Section 5.06 hereof, the holder of any Note thereafter surrendered for
conversion shall become entitled to receive any shares of Capital Stock of the
Company other than shares of its Common Stock, thereafter the Conversion Price
of such other shares so receivable upon conversion of any Note shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in this
Article V.

       (b)     In the event that shares of Common Stock are not delivered after
the expiration of any of the rights or warrants referred to in Section 5.06(b)
and Section 5.06(c) hereof, the Conversion Price shall be readjusted to the
Conversion Price which would otherwise be in effect had the adjustment made upon
the issuance of such rights or warrants been made on the basis of delivery of
only the number of shares of Common Stock actually delivered.


                                    -27-
<PAGE>

SECTION 5.09.  ADJUSTMENTS FOR TAX PURPOSES.

       The Company may make such reductions in the Conversion Price, in addition
to those required by Section 5.06 hereof, as it determines to be advisable in
order that any stock dividend, subdivision of shares, distribution or rights to
purchase stock or securities or distribution of securities convertible into or
exchangeable for stock made by the Company to its stockholders will not be
taxable to the recipients thereof.

SECTION 5.10.  NOTICE OF ADJUSTMENT.

       Whenever the Conversion Price is adjusted, the Company shall promptly
mail to Holders at the addresses appearing on the Registrar's books 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.  The
certificate shall be conclusive evidence of the correctness of such adjustment.
Unless and until a Trust Officer of the Trustee shall receive written notice of
an adjustment of the Conversion Price, the Trustee may assume without inquiry
that the Conversion Price has not been adjusted and that the last Conversion
Price of which it has knowledge remains in effect.

SECTION 5.11.  NOTICE OF CERTAIN TRANSACTIONS.

       In the event that:

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

       (2)  the Company takes any action that would require a supplemental
indenture pursuant to Section 5.12; or

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

the Company shall mail to Holders at the addresses appearing on the Registrar's
books and the Trustee a notice stating the proposed record or effective date, as
the case may be, to permit a Holder of a Note to convert such Note into shares
of Common Stock prior to the record date for or the effective date of the
transaction in order to receive the rights, warrants, securities or assets which
a holder of shares of Common Stock on that date may receive.  The Company shall
mail the notice at least 15 days before such date; however, failure to mail such
notice or any defect therein shall not affect the validity of any transaction
referred to in clause (1), (2) or (3) of this Section 5.11.

SECTION 5.12.  EFFECT OF RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS OR SALES ON
CONVERSION PRIVILEGE.

       If any of the following shall occur, namely: (i) any reclassification or
change of outstanding shares of Common Stock issuable upon conversion of Notes
(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), (ii)
any consolidation or merger to which the Company is a party other than a merger
in which the Company is the continuing corporation and which does not result in
any reclassification of, or change (other than a change in name, or 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 (iii) any sale or conveyance of all or substantially all of the property or
business of the Company as an entirety, then the Company, or such successor or
purchasing corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute


                                    -28-
<PAGE>

and deliver to the Trustee a supplemental indenture in form reasonably
satisfactory to the Trustee providing that the holder of each Note then
outstanding shall have the right to convert such Note into the kind and amount
of shares of stock and other securities and property (including cash) receivable
upon such reclassification, change, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock deliverable upon conversion of
such Note immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance.  Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article V.  The foregoing, however, shall not in any way affect the right a
holder of a Note may otherwise have, pursuant to clause (ii) of the last
sentence of subsection (c) of Section 5.06 hereof, to receive Rights upon
conversion of a Note.  If,in the case of any such consolidation, merger, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock includes shares of stock or
other securities and property of a corporation other than the successor or
purchasing corporation, as the case may be, in such consolidation, merger, sale
or conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the holders of the Notes as the Board of Directors of the Company
shall reasonably consider necessary by reason of the foregoing.  The provision
of this Section 5.12 shall similarly apply to successive consolidations,
mergers, sales or conveyances.

       In the event the Company shall execute a supplemental indenture pursuant
to this Section 5.12, the Company shall promptly file with the Trustee an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash) receivable by
holders of the Notes upon the conversion of their Notes after any such
reclassification, change, consolidation, merger, sale or conveyance and any
adjustment to be made with respect thereto.

SECTION 5.13.  TRUSTEE'S DISCLAIMER.

       The Trustee has no duty to determine when an adjustment under this
Article V should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon the Officers' Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 5.10 hereof.  The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of Notes,
and the Trustee shall not be responsible for the Company's failure to comply
with any provisions of this Article V.

       The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.12 hereof.

                                    ARTICLE VI.
                                   SUBORDINATION

SECTION 6.01.  AGREEMENT TO SUBORDINATE AND RANKING.

       The Company, for itself and its successors, and each Holder, by its
acceptance of Notes, agree that the payment of the principal of or interest on
or any other amounts due on the Notes is subordinated in right of payment, to
the extent and in the manner stated in this Article VI, to the prior payment in
full of all existing and future Senior Debt.  The Notes shall rank PARI PASSU
with, and shall not be senior in right of payment to such other Indebtedness of
the Company whether outstanding on the date of this


                                    -29-
<PAGE>

Indenture or hereafter created, incurred, issued or guaranteed by the
Company, where the instrument creating or evidencing such Indebtedness
expressly provides that such Indebtedness ranks PARI PASSU with the Notes.

SECTION 6.02.  NO PAYMENT ON NOTES IF SENIOR DEBT IN DEFAULT.

       Anything in this Indenture to the contrary notwithstanding, no payment on
account of principal of or redemption of, interest on or other amounts due on
the Notes, and no redemption, purchase, or other acquisition of the Notes, shall
be made by or on behalf of the Company (i) unless full payment of amounts then
due for principal and interest and of all other amounts then due on all Senior
Debt has been made or duly provided for pursuant to the terms of the instrument
governing such Senior Debt, (ii) if, at the time of such payment, redemption,
purchase or other acquisition, or immediately after giving effect thereto, there
shall exist under any Senior Debt, or any agreement pursuant to which any Senior
Debt is issued, any Default, which Default shall not have been cured or waived
and which Default shall have resulted in the full amount of such Senior Debt
being declared due and payable or (iii) if, at the time of such payment,
redemption, purchase or other acquisition, the Trustee shall have received
written notice from any of the holders of Senior Debt or such holder's
representative (a "PAYMENT BLOCKAGE NOTICE") that there exists under such Senior
Debt, or any agreement pursuant to which such Senior Debt is issued, any
Default, which Default shall not have been cured or waived, permitting the
holders thereof to declare any amounts of such Senior Debt due and payable, but
only for the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of
receipt of the Payment Blockage Notice and ending (unless earlier terminated by
notice given to the Trustee by the holders of such Senior Debt) on the earlier
of (a) the date on which such Event of Default shall have been cured or waived
or (b)180 days from the receipt of the Payment Blockage Notice.  Upon
termination of the Payment Blockage Period, payments on account of principal of
or interest on the Notes (other than, subject to Section 6.03 hereof, amounts
due and payable by reason of the acceleration of the maturity of the Notes) and
redemptions, purchases or other acquisitions may be made by or on behalf of the
Company.  Notwithstanding anything herein to the contrary, (a) only one Payment
Blockage Notice may be given during any period of 360 consecutive days with
respect to the same Event of Default or any other Events of Default on the same
issue of Senior Debt existing or continuing at the time of such notice unless
such Event of Default or such other Events of Default have been cured or waived
for a period of not less than 90 consecutive days and (b) no new Payment
Blockage Period may be commenced by the holder or holders of Senior Debt or
their representative or representatives during any period of 360 consecutive
days unless all Events of Default which were the object of the immediately
preceding Payment Blockage Notice, and any other Event of Default on Senior Debt
existing or continuing at the time of such notice, have been cured or waived.

       In the event that, notwithstanding the provisions of this Section 6.02,
payments are made by or on behalf of the Company in contravention of the
provisions of this Section 6.02, such payments shall be held by the Trustee, any
Paying Agent or the holders, as applicable, in trust for the benefit of, and
shall be paid over to and delivered to, the holders of Senior Debt or their
representative or the trustee under the indenture or other agreement (if any),
pursuant to which any instruments evidencing any Senior Debt may have been
issued for application to the payment of all Senior Debt ratably according to
the aggregate amounts remaining unpaid to the extent necessary to pay all Senior
Debt in full in accordance with the terms of such Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

       The Company shall give prompt written notice to the Trustee and any
Paying Agent of any default or event of default under any Senior Debt or under
any agreement pursuant to which any Senior Debt may have been issued.


                                    -30-

<PAGE>

SECTION 6.03.  DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND
REORGANIZATION; SUBROGATION OF NOTES.

       (a)     If the Notes are declared due and payable because of the
occurrence of an Event of Default, the Company or the Trustee shall give prompt
written notice to the holders of all Senior Debt or to the trustee(s) for such
Senior Debt of such acceleration.  The Company may not pay the principal of or
interest on or any other amounts due on the Notes until five days after such
holders or trustee(s) of Senior Debt receive such notice and, thereafter, the
Company may pay the principal of or interest on or any other amounts due on the
Notes only if the provisions of this Article VI permit such payment.

       (b)     Upon (i) any acceleration of the principal amount due on the
Notes because of an Event of Default or (ii) any distribution of assets of the
Company upon any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or any other dissolution, winding up,
liquidation or reorganization of the Company):

               (1)   the holders of all Senior Debt shall first be entitled to
       receive payment in full of the principal thereof, the interest thereon
       and any other amounts due thereon before the holders are entitled to
       receive payment on account of the principal of or interest on or any
       other amounts due on the Notes;

               (2)   any payment or distribution of assets of the Company of any
       kind or character, whether in cash, property or securities (other than
       securities of the Company as reorganized or readjusted or securities of
       the Company or any other corporation provided for by a plan of
       reorganization or readjustment the payment of which is subordinate, at
       least to the extent provided in this Article VI with respect to the
       Notes, to the payment in full without diminution or modification by such
       plan of all Senior Debt), to which the holders or the Trustee would be
       entitled except for the provisions of this Article VI, shall be paid by
       the liquidating trustee or agent or other Person making such a payment or
       distribution, directly to the holders of Senior Debt (or their
       representatives(s) or trustee(s) acting on their behalf), ratably
       according to the aggregate amounts remaining unpaid on account of the
       principal of or interest on and other amounts due on the Senior Debt held
       or represented by each, to the extent necessary to make payment in full
       of all Senior Debt remaining unpaid, after giving effect to any
       concurrent payment or distribution to the holders of such Senior Debt;
       and

               (3)   in the event that, notwithstanding the foregoing, any
       payment or distribution of assets of the Company of any kind or
       character, whether in cash, property or securities (other than securities
       of the Company as reorganized or readjusted, or securities of the Company
       or any other corporation provided for by a plan of reorganization or
       readjustment the payment of which is subordinate, at least to the extent
       provided in this Article VI with respect to the Notes, to the payment in
       full without diminution or modification by such plan of Senior Debt),
       shall be received by the Trustee or the holders before all Senior Debt is
       paid in full, such payment or distribution shall be held in trust for the
       benefit of, and be paid over to upon request by a holder of the Senior
       Debt, the holders of the Senior Debt remaining unpaid (or their
       representatives) or trustee(s) acting on their behalf, ratably as
       aforesaid, for application to the payment of such Senior Debt until all
       such Senior Debt shall have been paid in full, after giving effect to any
       concurrent payment or distribution to the holders of such Senior Debt.

       Subject to the payment in full of all Senior Debt, the Holders shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the


                                      -31-
<PAGE>

Company applicable to the Senior Debt until the principal of and interest on
the Notes shall be paid in full and, for purposes of such subrogation, no
such payments or distributions to the holders of Senior Debt of cash,
property or securities which otherwise would have been payable or
distributable to Holders shall, as between the Company, its creditors other
than the holders of Senior Debt, and the Holders, be deemed to be a payment
by the Company to or on account of the Senior Debt, it being understood that
the provisions of this Article VI are and are intended solely for the purpose
of defining the relative rights of the Holders, on the one hand, and the
holders of Senior Debt, on the other hand.

       Nothing contained in this Article VI or elsewhere in this Indenture or in
the Notes is intended to or shall (i) impair, as between the Company and its
creditors other than the holders of Senior Debt, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders the principal of and
interest on the Notes as and when the same shall become due and payable in
accordance with the terms of the Notes or is intended to or (ii) affect the
relative rights of the Holders and creditors of the Company other than holders
of Senior Debt or, as between the Company and the Trustee, the obligations of
the Company to the Trustee, or (iii) prevent the Trustee or the Holders from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article VI of the
holders of Senior Debt in respect of cash, property and securities of the
Company received upon the exercise of any such remedy.

       Upon distribution of assets of the Company referred to in this Article
VI, the Trustee, subject to the provisions of Section 9.01 hereof, and the
Holders shall be entitled to rely upon a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt 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 VI. The Trustee, however, shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt.  Nothing contained in
this Article VI or elsewhere in this Indenture, or in any of the Notes, shall
prevent the good faith application by the Trustee of any moneys which were
deposited with it hereunder, prior to its receipt of written notice of facts
which would prohibit such application, for the purpose of the payment of or
on account of the principal of or interest on, the Notes unless, prior to the
date on which such application is made by the Trustee, the Trustee shall be
charged with notice under Section 6.03(d) hereof of the facts which would
prohibit the making of such application.

       (c)     The provisions of this Article VI shall not be applicable to any
cash, properties or securities received by the Trustee or by any Holder when
received as a holder of Senior Debt and nothing in Section 9.11 hereof or
elsewhere in this Indenture shall deprive the Trustee or such Holder of any of
its rights as such holder.

       (d)     The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment of
money to or by the Trustee in respect of the Notes pursuant to the provisions of
this Article VI.  The Trustee, subject to the provisions of Section 9.01 hereof,
shall be entitled to assume that no such fact exists unless the Company or any
holder of Senior Debt or any trustee therefor has given such notice to the
Trustee.  Notwithstanding the provisions of this Article VI or any other
provisions of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any fact which would prohibit the making of any payment of
monies to or by the Trustee in respect of the Notes pursuant to the provisions
in this Article VI, unless, and until three Business Days after, the Trustee
shall have received written notice thereof from the Company or any Holder or
holders of Senior Debt or from any trustee therefor; and, prior to the receipt
of any such written notice, the Trustee, subject to the provisions of Section
9.01 hereof, shall be entitled in all respects conclusively to assume that no
such facts exist; PROVIDED that if on a date not less than three


                                      -32-
<PAGE>

Business Days immediately preceding the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the principal of or interest on any Note), the Trustee shall not
have received with respect to such monies the notice provided for in this
Section 6.03(d), than anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may
be received by it on or after such prior date.

       The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Debt (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of Senior Debt (or a trustee on behalf of any such holder or
holders).  In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article VI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article VI, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment; nor shall the Trustee be
charged with knowledge of the curing or waiving of any default of the character
specified in Section 6.02 hereof or that any event or any condition preventing
any payment in respect of the Notes shall have ceased to exist, unless and until
the Trustee shall have received an Officers' Certificate to such effect.

       (e)     The provisions of this Section 6.03 applicable to the Trustee
shall also apply to any Paying Agent for the Company.

SECTION 6.04.  RELIANCE BY SENIOR DEBT ON SUBORDINATION PROVISIONS.

       Each Holder of any Note by his acceptance thereof acknowledges and agrees
that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration for each holder of any Senior Debt, whether such
Senior Debt was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Senior Debt, and
such holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt.  Notice of any default in the payment of any Senior
Debt, except as expressly stated in this Article VI, and notice of acceptance of
the provisions hereof are hereby expressly waived.  Except as otherwise
expressly provided herein, no waiver, forbearance or release by any holder of
Senior Debt under such Senior Debt or under this Article VI shall constitute a
release of any of the obligations or liabilities of the Trustee or Holders of
the Notes provided in this Article VI.

SECTION 6.05.  NO WAIVER OF SUBORDINATION PROVISIONS.

       Except as otherwise expressly provided herein, no right of any present or
future holder of any Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.


                                      -33-
<PAGE>

       Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of, or notice to, the Trustee or the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the subordination provided in this Article VI or the obligations
hereunder of the Holders of the Notes to the holders of Senior Debt, do any one
or more of the following:  (i) change the manner, place or terms of payment of,
or renew or alter, Senior Debt, or otherwise amend or supplement in any manner
Senior Debt or any instrument evidencing the same or any agreement under which
Senior Debt is outstanding; (ii) sell, exchange, release or otherwise dispose of
any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release
any Person liable in any manner for the collection of Senior Debt; and (iv)
exercise or refrain from exercising any rights against the Company or any other
Person.

SECTION 6.06.  TRUSTEE'S RELATION TO SENIOR DEBT.

       The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article VI in respect of any Senior Debt at any time
held by it, to the same extent as any holder of Senior Debt, and nothing in
Section 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee of
any of its rights as such holder.

       With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligation, as are
specifically set forth in this Article VI, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee.  The Trustee shall not owe any fiduciary duty to
the holders of Senior Debt but shall have only such obligations to such holders
as are expressly set forth in this Article VI.

       Each Holder of a Note by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article VI and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding up or liquidation or reorganization under any
applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or
receivership proceedings or otherwise), the timely filing of a claim for the
unpaid balance of such Holder's Notes in the form required in such proceedings
and the causing of such claim to be approved.  If the Trustee does not file a
claim or proof of debt in the form required in such proceedings prior to 30 days
before the expiration of the time to file such claims or proofs, then any Holder
or holders of Senior Debt or their representative or representatives shall have
the right to demand, sue for, collect, receive and receipt for the payments and
distributions in respect of the Notes which are required to be paid or delivered
to the holders of Senior Debt as provided in this Article VI and to file and
prove all claims therefore and to take all such other action in the name of the
holders or otherwise, as such holders of Senior Debt or representative thereof
may determine to be necessary or appropriate for the enforcement of the
provisions of this Article VI.

SECTION 6.07.  OTHER PROVISIONS SUBJECT HERETO.

       Expect as expressly stated in this Article VI, notwithstanding anything
contained in this Indenture to the contrary, all the provisions of this
Indenture and the Notes are subject to the provisions of this Article VI.
However, nothing in this Article VI shall apply to or adversely affect the
claims of, or payment, to, the Trustee pursuant to Section 9.07 hereof.
Notwithstanding the foregoing, the failure to make a payment on account of
principal of or interest on the Notes by reason of any provision of this Article
VI shall not be construed as preventing the occurrence of an Event of Default
under Section 8.01 hereof.


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<PAGE>

                                    ARTICLE VII.
                                     SUCCESSORS

SECTION 7.01.  LIMITATION ON MERGER, SALE OR CONSOLIDATION.

       The Company may not, directly or indirectly, consolidate with or merge
with or into, or sell, lease or otherwise dispose of all or substantially all of
its assets, on a consolidated basis, whether in a single transaction or a series
of related transactions, to another person or group of affiliated persons, other
than to its Wholly-Owned Subsidiaries, unless:

       (a)     either: (i) in the case of a merger or consolidation, the Company
  is the surviving entity; or (ii) the resulting, surviving or transferee
  entity is a corporation organized under the laws of the United States, any
  state thereof or the District of Columbia and expressly assumes by
  supplemental indenture all of the Company's obligations in connection with
  the Notes and the Indenture; and

       (b)     no Default or Event of Default shall exist immediately before or
  after giving effect on a pro forma basis to such transaction.

       Upon any permitted consolidation or merger or any permitted sale,
lease or other disposition of all or substantially all of the assets of the
Company in accordance with the foregoing, the successor corporation formed by
such consolidation or into which the Company is merged or to which such sale,
lease or other disposition is made, shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under the Indenture
with the same effect as if such successor corporation had been named therein
in the same manner as the Company is named, and when a successor corporation
duly assumes all of the obligations of the Company pursuant hereto and
pursuant to the Notes, the Company will be released from its obligations
under the Indenture and the Notes, except as to any obligations that arise
from or as a result of such transaction.

       For purposes of the foregoing, the transfer, by lease, assignment, sale
or otherwise, of all or substantially all of the properties and assets of one or
more Subsidiaries, which properties and assets, if held by the Company instead
of such Subsidiary, would constitute all or substantially all of the Company's
properties and assets, shall be deemed to be the transfer of all or
substantially all of the Company's properties and assets.  This Section 7.01
will not apply to a sale, assignment, transfer, conveyance or other disposition
of assets between or among the Company and any of its Wholly-Owned Subsidiaries.

SECTION 7.02.  SUCCESSOR CORPORATION SUBSTITUTED.

       Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 7.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition 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 has been named as the Company herein; PROVIDED, HOWEVER, that
the predecessor Company in the case of a sale, assignment, transfer, lease,
conveyance or other disposition shall not be released from the obligation to pay
the principal of and interest on the Notes.

                                   ARTICLE VIII.


                                      -35-
<PAGE>

                               DEFAULTS AND REMEDIES

SECTION 8.01.  EVENTS OF DEFAULT.

       An "EVENT OF DEFAULT" occurs if:

               (a)   the Company defaults in the payment of interest on any Note
       when the same becomes due and payable and the Default continues for a
       period of 30 days after the date due and payable;

               (b)   the Company defaults in the payment of the principal of any
       Note when the same becomes due and payable at maturity, upon optional
       redemption, in connection with a Purchase Offer, upon declaration or
       otherwise;

               (c)   the Company fails to observe or perform for a period of 30
       days after notice any covenant or agreement contained in Sections 4.07
       and 7.01 hereof (other than, in the case of Section 4.07, a failure to
       purchase Notes in connection with a Purchase Offer) hereof;

               (d)   the Company fails to observe or perform any other covenant
       or agreement contained in this Indenture or the Notes, required by it to
       be performed and the Default continues for a period of 60 days after
       notice from the Trustee to the Company or from the Holders of 25% in
       aggregate principal amount of the then outstanding Notes to the Company
       and the Trustee stating that such notice is a "Notice of Default";

               (e)   default under any mortgage, indenture or instrument under
       which there may be issued or by which there may be secured or evidenced
       any Indebtedness for money borrowed by the Company or any of its
       Subsidiaries that is a Significant Subsidiary or any group of two or more
       Subsidiaries that, taken as a whole, would constitute a Significant
       Subsidiary, or the payment of which is guaranteed by the Company or any
       of its Subsidiaries that is a Significant Subsidiary or any group of two
       or more Subsidiaries that, taken as a whole, would constitute a
       Significant Subsidiary, whether such Indebtedness or guarantee now exists
       or is created after the Issuance Date, which default:

                     (i)    is caused by a failure to pay when due
               principal of or interest on such Indebtedness within the
               grace period provided for in such Indebtedness, which
               failure continues beyond any applicable grace period (a
               "PAYMENT DEFAULT"); or

                     (ii)   results in the acceleration of such
               Indebtedness prior to its express maturity and, in each
               case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such
               Indebtedness under which there is a Payment Default or the
               maturity of which has been so accelerated, aggregates
               $10.0 million or more;

               (f)   failure by the Company or any of its Subsidiaries that is a
       Significant Subsidiary or any group of two or more Subsidiaries that,
       taken as a whole, would constitute a Significant Subsidiary to pay final
       judgments for the payment of money (other than any judgment as to which a
       reputable insurance company has accepted liability subject to customary
       terms) aggregating in excess of $5.0 million, which judgments are not
       paid, discharged or stayed within 60 days after their entry;


                                      -36-
<PAGE>

               (g)   the Company or any of its Subsidiaries that is a
       Significant Subsidiary or any group of two or more Subsidiaries that,
       taken as a whole, would constitute a Significant Subsidiary pursuant to
       or within the meaning of any Bankruptcy Law:

                     (i)    commences a voluntary case;

                     (ii)   consents to the entry of an order for relief
               against it in an involuntary case in which it is the
               debtor;

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

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

                     (v)    generally is unable to pay its debts as the
               same become due; or

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

                     (i)    is for relief against the Company or any of
               its Subsidiaries that is a Significant Subsidiary or any
               group of two or more Subsidiaries that, taken as a whole,
               would constitute a Significant Subsidiary in an
               involuntary case;

                     (ii)   appoints a Custodian of the Company or any of
               its Subsidiaries that is a Significant Subsidiary or any
               group of two or more Subsidiaries that, taken as a whole,
               would constitute a Significant Subsidiary or for all or
               substantially all of its property;

                     (iii)  orders the liquidation of the Company or any
               of its Subsidiaries that is a Significant Subsidiary or
               any group of two or more Subsidiaries that, taken as a
               whole, would constitute a Significant Subsidiary, and the
               order or decree remains unstayed and in effect for 60
               days.

The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar Federal,
state or foreign law for the relief of debtors or the protection of creditors.
The term "CUSTODIAN" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

SECTION 8.02.  ACCELERATION.

       If an Event of  Default (other than an Event of Default specified in
clauses (g) or (h) of Section 8.01 hereof) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the Company and the
Trustee, may declare all the Notes to be due and payable.  Upon such
declaration, the principal of, premium, if any, and interest on the Notes
shall be due and payable immediately. If an Event of Default specified in
clause (g) or (h) of Section 8.01 hereof occurs, such an amount shall IPSO
FACTO become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

       If the Notes have been declared due and payable as a result of the
acceleration of Indebtedness prior to its express maturity pursuant to Section
8.01(e)(ii), such declaration shall be automatically


                                      -37-
<PAGE>

rescinded if the acceleration of such indebtedness has been rescinded or
annulled within 30 days after such acceleration in accordance with the
mortgage, indenture or instrument under which it was issued and the
conditions set forth in clauses (i) and (ii) in the next paragraph are
satisfied.

       Except as otherwise provided in the immediately preceding paragraph, the
Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may rescind an acceleration and its consequences (i) if
the recission would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) if all existing Events of Default have been
cured or waived except nonpayment of principal or interest on the Notes that has
become due solely because of the acceleration of the Notes.

SECTION 8.03.  OTHER REMEDIES.

       If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal or interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

       The Trustee may maintain a proceeding even if it does not possess any of
the Notes 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.  All remedies are cumulative
to the extent permitted by law.

SECTION 8.04.  WAIVER OF PAST DEFAULTS.

       The Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of all of the Holders of the Notes
waive an existing Default or Event of Default and its consequences except a
continuing Default or Event of Default in the payment of the principal of or
interest on any Note.  When a Default or Event of Default is waived, it is cured
and ceases; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

SECTION 8.05.  CONTROL BY MAJORITY.

       The Holders of a majority in principal amount of the then outstanding
Notes 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, is unduly prejudicial to the rights of other Holders, or
would involve the Trustee in personal liability.

SECTION 8.06.  LIMITATION ON SUITS.

       A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

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

               (b)   the Holders of at least 25% in principal amount of the then
       outstanding Notes make a request to the Trustee to pursue the remedy;

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


                                      -38-
<PAGE>

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

               (e)   during such 60-day period the Holders of a majority in
       principal amount of the then outstanding Notes do not give the Trustee a
       direction inconsistent with the request.

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

SECTION 8.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

       Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, and interest on the Note, on
or after the respective due dates expressed in the Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder made pursuant to this
Section 8.07.

SECTION 8.08.  COLLECTION SUIT BY TRUSTEE.

       If an Event of Default specified in Section 8.01(a) or (b), hereof occurs
and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid on the Notes and interest on overdue
principal and interest and such further amount as shall be sufficient to cover
the costs and, to the extent lawful, expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 8.09.  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 and
the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property.  Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 8.10.  PRIORITIES.

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

       First:  to the Trustee for amounts due under Section 9.07 hereof;

       Second: to the holders of Senior Debt to the extent required by
Article VI;

       Third:  to Holders for amounts due and unpaid on the Notes for principal
and interest (and Special Interest, if applicable), ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes
for principal and interest, respectively; and

       Fourth: to the Company.

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


                                      -39-
<PAGE>

SECTION 8.11.  UNDERTAKING FOR COSTS.

       In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a 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, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 8.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 8.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                    ARTICLE IX.
                                      TRUSTEE

SECTION 9.01.  DUTIES 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 their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

       (b)     Except during the continuance of an Event of Default: (i) the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others and (ii) 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.
However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture and to confirm
the correctness of all mathematical computations.

       (c)     The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that: (i) this paragraph does not limit the effect of
paragraph (b) of this Section 9.01; (ii) the Trustee shall not be liable for any
error of judgment made in good faith by a Trust Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts and (iii) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
8.05 hereof.

       (d)     Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 9.01.

       (e)     The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

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

SECTION 9.02.  RIGHTS OF TRUSTEE.

       (a)     The Trustee may rely 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.


                                     -40-
<PAGE>

       (b)     Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel, or both.  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 of Counsel.

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

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

       (e)     The Trustee shall not be charged with knowledge of any Event of
Default under subsection (c), (d), (e) or (f) (and subsection (a) or (b) if the
Trustee does not act as Paying Agent) of Section 8.01 or of the identity of any
Significant Subsidiary or of any group of two or more Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary unless either (1) a Trust
Officer of the Trustee assigned to its corporate trust department shall have
actual knowledge thereof, or (2) the Trustee shall have received notice thereof
in accordance with Section 12.02 hereof from the Company or any Holder.

SECTION 9.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 9.04.  TRUSTEE'S DISCLAIMER.

       The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in the Indenture or any statement in the Notes other
than its authentication or for compliance by the Company with the Registration
Rights Agreement.

SECTION 9.05.  NOTICE OF DEFAULTS.

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

SECTION 9.06.  REPORTS BY TRUSTEE TO HOLDERS.

       Within 60 days after the reporting date stated in Section 12.10, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) if and to the extent required by such
Section 313(a).  The Trustee also shall comply with TIA Section 313(b)(2).  The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

       A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed.  The
Company shall notify the Trustee when the Notes are listed on any stock
exchange.


                                     -41-
<PAGE>

SECTION 9.07.  COMPENSATION AND INDEMNITY.

       The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder.  The Trustee's compensation shall not
be limited by any law on 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 disbursements
and expenses may include the reasonable disbursements, compensation and expenses
of the Trustee's agents and counsel.

       The Company shall indemnify the Trustee against any claims, demands,
expenses (including but not limited to reasonable compensation, fees,
disbursements and expenses of the Trustee's agents and counsel), losses, damages
or liabilities incurred by it, except as set forth in the next paragraph,
arising out of, related to, or in connection with the acceptance or
administration of this trust and its rights or duties hereunder, including the
reasonable costs and expenses, and the costs and expenses of enforcing this
Indenture (including this Section 9.07) against the Company and of defending
itself against any claim (whether asserted by the Company, or any Holder or any
other person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  The Company shall defend
the claim and the Trustee shall cooperate in the defense.  The Trustee may have
separate counsel and the Company shall pay the reasonable fees, disbursements
and expenses of such counsel.  The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

       The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through negligence or bad faith.

       To secure the Company's payment obligations in this Section 9.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, except money or property held in trust to pay
principal and interest on particular Notes.

       Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 8.01(g) or (h) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

       All amounts owing to the Trustee under this Section 9.07 shall be payable
by the Company in United States dollars.


SECTION 9.08.  REPLACEMENT OF TRUSTEE.

       A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 9.08.

       The Trustee may resign by so notifying the Company.  The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company.  The Company may remove the
Trustee if:

               (a)   the Trustee fails to comply with Section 9.10 hereof,
       unless the Trustee's duty to resign is stayed as provided in TIA Section
       310(b);

               (b)   the Trustee is adjudged a bankrupt or an insolvent or an
       order for relief is entered with respect to the Trustee under any
       Bankruptcy Law;


                                     -42-
<PAGE>

               (c)   a Custodian or public officer takes charge of the Trustee
       or its property; or

               (d)   the Trustee becomes incapable of acting.

       If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

       If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the then outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

       If the Trustee fails to comply with Section 9.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
who has been a bona fide Holder of a Note for at least six months may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

       A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to
Holders.  The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section
9.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this
Section 9.08 hereof, the Company's obligations under Section 9.07 hereof shall
continue for the benefit of the retiring trustee with respect to expenses and
liabilities incurred by it prior to such replacement.

SECTION 9.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.

       If the Trustee consolidates, 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 successor corporation without
any further act shall be the successor Trustee.

SECTION 9.10.  ELIGIBILITY; DISQUALIFICATION.

       This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1) and (5).  The Trustee shall always have a combined
capital and surplus as stated in Section 12.10 hereof.  The Trustee is subject
to TIA Section 310(b).

SECTION 9.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

       The Trustee is subject to 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.


                                     -43-
<PAGE>

                                   ARTICLE X.
                             DISCHARGE OF INDENTURE

SECTION 10.01. TERMINATION OF COMPANY'S OBLIGATIONS.

       This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 9.07 and 10.02 hereof shall survive) when
all outstanding Notes theretofore authenticated and issued have been delivered
to the Trustee for cancellation and the Company has paid all sums payable
hereunder.

SECTION 10.02. REPAYMENT TO COMPANY.

       The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

       The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due; PROVIDED, HOWEVER, that the Company shall have first caused notice of such
payment to the Company to be mailed to each Holder entitled thereto no less than
30 days prior to such payment.  After payment to the Company, the Trustee and
the Paying Agent shall have no further liability with respect to such money and
Holders entitled to the money must look to the Company for payment as general
creditors unless any applicable abandoned property law designates another
Person.

                                  ARTICLE XI.
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.01. WITHOUT CONSENT OF HOLDERS.

       The Company and the Trustee may amend or supplement this Indenture or the
Notes without the consent of any Holder:

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

               (b)   to comply with Sections 5.12 and 7.01 hereof;

               (c)   to provide for uncertificated Notes in addition to or in
       place of certificated Notes;

               (d)   to make any change that provides additional rights or
       benefits to the Holders of the Notes;

               (e)   to make any change that does not adversely affect the
       interests hereunder of any Holder; or

               (f)   to qualify the Indenture under the TIA or to comply with
       the requirements of the SEC in order to maintain the qualification of the
       Indenture under the TIA.


                                     -44-
<PAGE>

SECTION 11.02. WITH CONSENT OF HOLDERS.

       Subject to Section 8.07 hereof, the Company and the Trustee may amend or
supplement this Indenture or the Notes with the written consent of the Holders
of at least a majority in principal amount of the then outstanding Notes.
Subject to Sections 8.04 and 8.07 hereof, the Holders of a majority in principal
amount of the Notes then outstanding may also waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment, supplement
or waiver under this Section 11.02 may not:

               (a)   reduce the principal amount of Notes whose Holders must
       consent to an amendment, supplement or waiver;

               (b)   reduce the principal of or change the fixed maturity of any
       Note or alter the provisions of Section 7 of the Notes;

               (c)   reduce the rate of or change the time for payment or
       accrual of interest on any Note;

               (d)   waive a default in the payment of the principal of or
       interest on any Note, except a rescission of acceleration of the Notes by
       the Holders of at least a majority in aggregate principal amount of the
       Notes and a waiver of the payment default that resulted from such
       acceleration;

               (e)   make any Note payable in money other than that stated in
       the Note;

               (f)   make any change in Section 8.04 or 8.07 hereof;

               (g)   waive a redemption payment with respect to any Note;

               (h)   impair the right to convert the Notes into Common Stock;

               (i)   modify Article V or VI in a manner adverse to the Holders
       of Notes; and

               (j)   make any change in the foregoing amendment and waiver
       provisions of this Article XI.

       To secure a consent of the Holders under this Section 11.02, it shall not
be necessary for the Holders to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

       After an amendment, supplement or waiver under this Section 11.02 becomes
effective, the Company shall mail to Holders a notice briefly describing the
amendment or waiver.

SECTION 11.03. COMPLIANCE WITH TRUST INDENTURE ACT.

       Every amendment to this Indenture or the Notes shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

SECTION 11.04. REVOCATION AND EFFECT OF CONSENTS.

       Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note


                                     -45-
<PAGE>

that evidences the same debt as the consenting Holder's Note, even if
notation of the consent is not made on any Note.  However, any such Holder or
subsequent Holder may revoke the consent as to his Note or portion of a Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented to the amendment,
supplement or waiver.

       The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver.  If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date.  No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of the
principal amount of Notes required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

       After an amendment, supplement or waiver becomes effective it shall bind
every Holder, unless it is of the type described in any of clauses (a) through
(j) of Section 11.02 hereof.  In such case, the amendment or waiver shall bind
each Holder who has consented to it and every subsequent Holder that evidences
the same debt as the consenting Holder's Note.

SECTION 11.05. NOTATION ON OR EXCHANGE OF NOTES.

       The Trustee may place an appropriate notation about an amendment or
waiver on any Note thereafter authenticated.  The Company in exchange for all
Notes may issue and the Trustee shall authenticate new Notes that reflect the
amendment or waiver.

       Failure to make such notation on a Note or to issue a new Note as
aforesaid shall not affect the validity and effect of such amendment or waiver.

SECTION 11.06. TRUSTEE PROTECTED.

       The Trustee shall sign all supplemental indentures, except that the
Trustee may, but need not, sign any supplemental indenture that adversely
affects its rights.

                                    ARTICLE XII.
                                   MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

       This Indenture is subject to the provisions of the TIA that are required
to be incorporated into this Indenture (or, prior to the registration of the
Notes pursuant to the Registration Rights Agreement, would be required to be
incorporated into this Indenture if it were qualified under the TIA), and shall,
to the extent applicable, be governed by such provisions.  If any provision of
this Indenture limits, qualifies, or conflicts with another provision which is
required (or would be so required) to be incorporated in this Indenture by the
TIA, the incorporated provision shall control.


                                     -46-
<PAGE>

SECTION 12.02. NOTICES.

       Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in Person or mailed by first class mail
to the other's address stated in Section 12.10 hereof.  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 to a Holder shall be mailed by first class
mail to his address shown on the register kept by the Registrar.  Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

       If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

       If the Company mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

       All other notices or communications shall be in writing.

       In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice as required by the
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

       Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

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

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

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

       Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Section 4.03)
shall include:

               (a)   a statement that the Person signing such certificate or
       rendering such opinion has read such covenant or condition;

               (b)   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;


                                     -47-
<PAGE>

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

               (d)    a statement as to whether or not, in the opinion of such
       Person, such condition or covenant has been complied with.

SECTION 12.06. RULES BY TRUSTEE AND AGENTS.

       The Trustee may make reasonable rules for action by, or a meeting of,
Holders.  The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.07. LEGAL HOLIDAYS.

       A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions in the State of New York are not required to be open.  If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.  If any other operative date for purposes of
this Indenture shall occur on a Legal Holiday then for all purposes the next
succeeding day that is not a Legal Holiday shall be such operative date.

SECTION 12.08. NO RECOURSE AGAINST OTHERS.

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

SECTION 12.09. COUNTERPARTS AND FACSIMILE SIGNATURES.

       This Indenture may be executed by manual or facsimile signature in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

SECTION 12.10. VARIABLE PROVISIONS.

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

       The first certificate pursuant to Section 4.03 hereof shall be for the
fiscal year ended on December 31, 1999.

       The reporting date for Section 9.06 hereof is September 15, of each year.
The first reporting date is September 15, 2000.

       The Trustee shall always have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.

       The Company's address is:


                                     -48-
<PAGE>

                     Invitrogen Corporation
                     1600 Faraday Avenue
                     Carlsbad, California 92008
                     Attention:    James R. Glynn
                                   Executive Vice President

       The Trustee's address is:

                     State Street Bank and Trust Company of California, N.A.
                     633 West 5th Street, 12th Floor
                     Los Angeles, California  90071
                     Attention:   Corporate Trust Administration
                                  (Invitrogen Corporation 5 1/2 Convertible
                                   Subordinated Notes due 2007)


SECTION 12.11. GOVERNING LAW, SUBMISSION TO JURISDICTION.

       THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE
AND THE NOTES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

       To the extent permitted by applicable law, the Company irrevocably
submits to the nonexclusive jurisdiction of any federal or state court in the
Borough of Manhattan, City and State of New York, United States of America, in
any suit or proceeding based on or arising under this Indenture and the Notes
and irrevocably agrees that all claims in respect of such suit or proceeding may
be determined in any such court.  The Company irrevocably and fully waives the
defense of an inconvenient forum to the maintenance of such suit or proceeding.
The Company hereby irrevocably designates and appoints CT Corporation System as
the authorized agent of the Company upon whom process may be served in any such
suit or proceeding (the "PROCESS AGENT"), it being understood that the
designation and appointment of the Process Agent as such authorized agent shall
become effective immediately without any further action on the part of the
Company.  The Company represents to the Trustee that it has notified the Process
Agent of such designation and appointment and that the Process Agent has
accepted the same.  The Company hereby irrevocably authorizes and directs the
Process Agent to accept such service.  The Company further agrees that service
of process upon the Process Agent shall be deemed in every respect effective
service of process upon the Company in any such suit or proceeding.  Nothing
herein shall affect the right of the Trustee or any Holder to serve process in
any other manner permitted by law. In the event that CT Corporation System
ceases to be the Process Agent, the Company agrees that it will take any and all
action, including the execution and filing of any and all such documents and
instruments as may be necessary to validly designate and appoint an alternate
agent as Process Agent, and to maintain such designation and appointment in full
force and effect so long as the Company has any outstanding obligations under
this Indenture or the Notes, on terms that are reasonably acceptable to the
Trustee.  To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
hereunder and thereunder, to the extent permitted by law.


                                     -49-
<PAGE>

SECTION 12.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.13. SUCCESSORS.

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

SECTION 12.14. SEVERABILITY.

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

SECTION 12.15. TABLE OF CONTENTS, HEADINGS, ETC.

       The Table of Contents, Cross-Reference Table, 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.



                                     -50-
<PAGE>


                                   SIGNATURES

       IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the date first written above.

                                      INVITROGEN CORPORATION, as Company

                                      By:        /s/ James R. Glynn
                                         --------------------------------------
                                         Name:   James R. Glynn
                                         Title:  Executive Vice President & CFO



                                      STATE STREET BANK AND TRUST COMPANY OF
                                      CALIFORNIA, N.A., as Trustee

                                      By:        /s/ Mark Henson
                                         --------------------------------------
                                         Name:   Mark Henson
                                         Title:  Assistant Vice President