<PAGE>
                                                                    EXHIBIT 4.11

                                                                  EXECUTION COPY

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

                           CONTINENTAL AIRLINES, INC.,

                                   AS ISSUER,

                                       TO

                                 BANK ONE, N.A.,

                                   AS TRUSTEE

                          5% Convertible Notes due 2023

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

                                    INDENTURE

                            Dated as of June 10, 2003

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

<PAGE>

                             CROSS REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA Section.....................................................     Indenture Section
<S>                                                                  <C>
310(a)(1)......................................................           7.10
   (a)(2)......................................................           7.10
   (a)(3)......................................................           N.A.
   (a)(4)......................................................           N.A.
   (b).........................................................        7.08; 7.10
   (c).........................................................           N.A.
311(a).........................................................           7.11
   (b).........................................................           7.11
   (c).........................................................           N.A.
312(a).........................................................           2.05
   (b).........................................................          12.03
   (c).........................................................          12.03
313(a).........................................................           7.06
   (b)(1)......................................................           N.A.
   (b)(2)......................................................           7.06
   (c).........................................................          12.02
   (d).........................................................           7.06
314(a).........................................................     4.02; 4.03; 14.02
   (b).........................................................           N.A.
   (c)(1)......................................................          12.04
   (c)(2)......................................................          12.04
   (c)(3)......................................................           N.A.
   (d).........................................................           N.A.
   (e).........................................................          12.05
   (f).........................................................           N.A.
315(a).........................................................           7.01
   (b).........................................................        7.05; 14.02
   (c).........................................................           7.01
   (d).........................................................           7.01
   (e).........................................................           6.11
316(a) (last sentence).........................................           2.08
   (a)(1)(A)...................................................           6.05
   (a)(1)(B)...................................................           6.04
   (a)(2)......................................................           N.A.
   (b).........................................................           6.07
317(a)(1)......................................................           6.08
   (a)(2)......................................................           6.09
   (b).........................................................           2.04
318(a).........................................................          12.01
</TABLE>

                           N.A. means Not Applicable.

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

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                    <C>
                                                 ARTICLE 1
                                 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions...........................................................................      1
SECTION 1.02 Other Definitions.....................................................................      6
SECTION 1.03 Incorporation by Reference of Trust Indenture Act.....................................      7
SECTION 1.04 Rules of Construction.................................................................      8
SECTION 1.05 Acts of Holders.......................................................................      8

                                                 ARTICLE 2
                                               THE SECURITIES

SECTION 2.01 Form and Dating.......................................................................      9
SECTION 2.02 Execution and Authentication..........................................................     12
SECTION 2.03 Registrar, Paying Agent and Conversion Agent..........................................     12
SECTION 2.04 Paying Agent to Hold Money and Securities in Trust....................................     13
SECTION 2.05 Securityholder Lists..................................................................     13
SECTION 2.06 Transfer and Exchange.................................................................     13
SECTION 2.07 Replacement Securities................................................................     15
SECTION 2.08 Outstanding Securities; Determinations of Holders' Action.............................     15
SECTION 2.09 Temporary Securities..................................................................     16
SECTION 2.10 Cancellation..........................................................................     16
SECTION 2.11 Persons Deemed Owners.................................................................     17
SECTION 2.12 Global Securities.....................................................................     17
SECTION 2.13 CUSIP Numbers.........................................................................     21

                                                 ARTICLE 3
                                         REDEMPTION AND REPURCHASES

SECTION 3.01 Right to Redeem; Notices to Trustee...................................................     22
SECTION 3.02 Selection of Securities to Be Redeemed................................................     22
SECTION 3.03 Notice of Redemption..................................................................     22
SECTION 3.04 Effect of Notice of Redemption........................................................     23
SECTION 3.05 Deposit of Redemption Price...........................................................     23
SECTION 3.06 Securities Redeemed in Part...........................................................     24
SECTION 3.07 Conversion Arrangement on Call for Redemption on Specified Dates......................     24
SECTION 3.08 Repurchase of Securities at Option of the Holder on Specified Dates...................     24
</TABLE>

-----------------
*   Note: This Table of Contents shall not, for any purpose, be deemed to be
    part of the Indenture.

                                        i
<PAGE>

<TABLE>
<S>                                                                                                    <C>
SECTION 3.09 Company's Right to Elect Manner of Payment of Repurchase Price........................     26
SECTION 3.10 Effect of Repurchase Notice...........................................................     29
SECTION 3.11 Deposit of Repurchase Price...........................................................     30
SECTION 3.12 Securities Repurchased in Part........................................................     30
SECTION 3.13 Repayment to the Company..............................................................     31
SECTION 3.14 Repurchase of Securities at Option of the Holder Upon A Change in Control.............     31
SECTION 3.15 Notices; Method of Exercise of Repurchase Right, Etc. ................................     32

                                                 ARTICLE 4
                                                 COVENANTS

SECTION 4.01 Payment of Securities.................................................................     34
SECTION 4.02 SEC and Other Reports.................................................................     34
SECTION 4.03 Compliance Certificate................................................................     34
SECTION 4.04 Further Instruments and Acts..........................................................     35
SECTION 4.05 Maintenance of Office or Agency.......................................................     35
SECTION 4.06 Delivery of Certain Information.......................................................     35
SECTION 4.07 Covenant to Comply With Securities Laws Upon Purchase of Securities...................     35

                                                 ARTICLE 5
                                CONSOLIDATION, MERGER OR SALE BY THE COMPANY

SECTION 5.01 Consolidation, Merger or Sale of Assets by the Company Permitted......................     37
SECTION 5.02 Successor Corporation Substituted.....................................................     37

                                                 ARTICLE 6
                                           DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.....................................................................     37
SECTION 6.02 Acceleration; Rescission and Annulment................................................     38
SECTION 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee.......................     39
SECTION 6.04 Trustee May File Proofs of Claim......................................................     39
SECTION 6.05 Trustee May Enforce Claims Without Possession of Securities...........................     40
SECTION 6.06 Delay or Omission Not Waiver..........................................................     40
SECTION 6.07 Waiver of Past Defaults...............................................................     40
SECTION 6.08 Control by Majority...................................................................     40
SECTION 6.09 Limitation on Suits by Holders........................................................     41
SECTION 6.10 Rights of Holders to Receive Payment..................................................     41
SECTION 6.11 Application of Money Collected........................................................     41
SECTION 6.12 Restoration of Rights and Remedies....................................................     42
SECTION 6.13 Rights and Remedies Cumulative........................................................     42
SECTION 6.14 Undertaking for Costs.................................................................     42
SECTION 6.15 Waiver of Stay or Extension Laws......................................................     42
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                    <C>
                                                 ARTICLE 7
                                                  TRUSTEE

SECTION 7.01 Duties of Trustee.....................................................................     43
SECTION 7.02 Rights of Trustee.....................................................................     44
SECTION 7.03 Individual Rights of Trustee..........................................................     45
SECTION 7.04 Trustee's Disclaimer..................................................................     45
SECTION 7.05 Notice of Defaults....................................................................     45
SECTION 7.06 Reports by Trustee to Holders.........................................................     46
SECTION 7.07 Compensation and Indemnity............................................................     46
SECTION 7.08 Replacement of Trustee................................................................     47
SECTION 7.09 Successor Trustee by Merger...........................................................     47
SECTION 7.10 Eligibility; Disqualification.........................................................     48
SECTION 7.11 Preferential Collection of Claims Against Company.....................................     48

                                                 ARTICLE 8
                                           DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Liability on Securities..................................................     48
SECTION 8.02 Repayment to the Company..............................................................     48

                                                 ARTICLE 9
                                                 AMENDMENTS

SECTION 9.01 Without Consent of Holders............................................................     48
SECTION 9.02 With Consent of Holders...............................................................     49
SECTION 9.03 Compliance with Trust Indenture Act...................................................     50
SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions................................     50
SECTION 9.05 Notation on or Exchange of Securities.................................................     50
SECTION 9.06 Trustee to Sign Supplemental Indentures...............................................     50
SECTION 9.07 Effect of Supplemental Indentures.....................................................     50

                                                 ARTICLE 10
                                                 CONVERSION

SECTION 10.01 Conversion Privilege.................................................................     51
SECTION 10.02 Conversion Procedure.................................................................     51
SECTION 10.03 Fractional Shares....................................................................     53
SECTION 10.04 Taxes on Conversion..................................................................     53
SECTION 10.05 Company to Provide Stock.............................................................     53
SECTION 10.06 Adjustment of Initial Conversion Price...............................................     53
SECTION 10.07 Notice of Adjustments................................................................     60
SECTION 10.08 Notice of Certain Transactions.......................................................     61
SECTION 10.09 Reorganization of Company; Special Distributions.....................................     61
SECTION 10.10 Company Determination Final..........................................................     62
SECTION 10.11 Trustee's Adjustment Disclaimer......................................................     62
SECTION 10.12 Successive Adjustments...............................................................     62
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                    <C>
SECTION 10.13 Company's Right to Elect to Pay Cash or Common Stock.................................     62

                                                 ARTICLE 11
                                            PAYMENT OF INTEREST

SECTION 11.01 Interest Payments....................................................................     63
SECTION 11.02 Defaulted Interest...................................................................     63
SECTION 11.03 Interest Rights Preserved............................................................     64

                                                 ARTICLE 12
                                               MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.........................................................     64
SECTION 12.02 Notices..............................................................................     64
SECTION 12.03 Communication by Holders with Other Holders..........................................     65
SECTION 12.04 Certificate and Opinion as to Conditions Precedent...................................     65
SECTION 12.05 Statements Required in Certificate or Opinion........................................     65
SECTION 12.06 Separability Clause..................................................................     66
SECTION 12.07 Rules by Trustee, Paying Agent, Conversion Agent and Registrar.......................     66
SECTION 12.08 Legal Holidays.......................................................................     66
SECTION 12.09 GOVERNING LAW........................................................................     66
SECTION 12.10 No Recourse Against Others...........................................................     66
SECTION 12.11 Successors...........................................................................     66
SECTION 12.12 Multiple Originals...................................................................     66

                                                  EXHIBITS

Exhibit A-1       Form of Global Security
Exhibit A-2       Form of Certificated Security
Exhibit B         Transfer Certificate
</TABLE>

                                       iv
<PAGE>

                  INDENTURE, dated as of June 10, 2003, among CONTINENTAL
AIRLINES, INC., a Delaware corporation (the "Company"), and BANK ONE, N.A., as
trustee (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of 5%
Convertible Notes due 2023 (the "Notes") having the terms, tenor, amount and
other provisions hereinafter set forth, and, to provide therefor, the Company
has duly authorized the execution and delivery of this Indenture.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of such board.

                                       1
<PAGE>

                  "Business Day" means each day of the year other than a
Saturday or a Sunday or other day on which banking institutions in The City of
New York are required or authorized to close.

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

                  "Certificated Securities" means any of the Securities that are
in the form of the Securities attached hereto as Exhibit A-2.

                  "Change in Control" means:

                  (1)      the occurrence of a Non-Stock Fundamental Change; or

                  (2)      the acquisition by any Person (including any
         syndicate or group which would be deemed to be a "person" under Section
         13(d)(3) of the Exchange Act, as in effect on the date of the original
         execution of this Indenture) of beneficial ownership, directly or
         indirectly, through a purchase, merger or other acquisition transaction
         or series of transactions, of shares of capital stock of the Company
         entitling such Person to exercise 90% or more of the total voting power
         of all shares of capital stock of the Company that are entitled to vote
         generally in elections of directors, unless such beneficial ownership
         results from, or arises in connection with, a Common Stock Fundamental
         Change;

provided, however, that a Change in Control shall not be deemed to have occurred
if either (a) the Closing Price per share of Common Stock for any five Trading
Days within the period of 10 consecutive Trading Days ending immediately after
the later of the Change in Control or the public announcement of the Change in
Control (in the case of a Change in Control under clause (ii) of this
definition) or a period of 10 consecutive Trading Days ending immediately before
the Change in Control (in the case of a Change in Control under clause (i) of
this definition) shall equal or exceed 105% of the Conversion Price of the Notes
in effect on each such Trading Day, or (b) all of the consideration (excluding
cash payments for fractional shares) in the transaction or transactions
constituting the Change in Control consists of common stock traded on a national
securities exchange or quoted on the Nasdaq National Market and as a result of
such transaction or transactions the Notes become convertible solely into such
common stock (excluding cash payments relating to fractional shares).

                  "Closing Sale Price" of Capital Stock on any date means (a)
the closing per share sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date on the
United States principal national securities exchange on which the Capital Stock
is traded or, if the Capital Stock is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated or (b) in the absence of such quotation, such price as the
Company shall determine on the basis of such quotations as the Company considers
appropriate.

                                       2
<PAGE>

                  "Common Stock" shall mean the shares of Class B common stock,
$0.01 par value, of the Company as it exists on the date of this Indenture or
any other shares of Capital Stock of the Company into which the Common Stock
shall be reclassified or changed.

                  "Common Stock Fundamental Change" means any Fundamental Change
in which more than 25% of the value, as determined in good faith by the Board of
Directors, of the consideration received by holders of Common Stock consists of
common stock that on or prior to the Entitlement Date has been admitted for
listing or admitted for listing subject to notice of issuance on a national
securities exchange or quoted on the Nasdaq Stock Market; provided, however,
that a Fundamental Change will not be a Common Stock Fundamental Change unless
either:

                  (1)      the Company continues to exist after the occurrence
         of the Fundamental Change and the Notes continue to exist as
         outstanding Notes, or

                  (2)      not later than the occurrence of such Fundamental
         Change, the Notes are converted into or exchanged for notes of a
         corporation succeeding to the business of the Company (whether by
         operation of law or otherwise), which notes have terms substantially
         similar to the Notes.

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

                  "Company Notice" has the meaning specified in Section 13.3.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any two Officers.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time this Indenture shall be administered, which office
at the date hereof is located at 1111 Polaris Parkway, Suite OH1-0181, Columbus,
Ohio 43215, Attention: Corporate Trust Administration, or such other address as
the Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the
Company).

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

                  "Entitlement Date" means the record date for determination of
the holders of Common Stock entitled to receive securities, cash or other
property in connection with a Fundamental Change or, if there is no record date,
the date on which holders of Common Stock will have the right to receive such
securities, cash or other property.

                  "Fundamental Change" means the occurrence of any transaction
or event in connection with a plan pursuant to which all or substantially all of
the Common Stock shall be exchanged for, converted into, acquired for or
constitute solely the right to receive securities,

                                       3
<PAGE>

cash or other property (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination, reclassification,
recapitalization or otherwise); provided, however, in the case of a plan
involving more than one such transaction or event, such Fundamental Change shall
be deemed to have occurred when substantially all of the Common Stock shall be
exchanged for, converted into, or acquired for or constitute solely the right to
receive securities, cash or other property. Purchases of Common Stock by the
Company pursuant to a stock buyback program shall not constitute a Fundamental
Change.

                  "Global Securities" means any of the Securities that are in
the form of the Securities attached hereto as Exhibit A-1, and that are
deposited with and registered in the name of the Depositary, representing
Securities sold in reliance on Rule 144A and Regulation S under the Securities
Act.

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

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

                  "Interest Payment Date" means June 15 and December 15 of each
year, commencing December 15, 2003.

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

                  "Issue Price" of any Security means, in connection with the
original issuance of such Security, the initial issue price at which the
Security is sold as set forth on the face of the Security.

                  "Non-Stock Fundamental Change" means any Fundamental Change
other than a Common Stock Fundamental Change.

                  "Notes" means any of the Company's 5% Convertible Notes due
2023, as amended or supplemented from time to time, issued under this Indenture.

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

                  "Officer's Certificate" means a certificate signed by an
Officer of the Company signing alone, and delivered to the Trustee.

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

                                       4
<PAGE>

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

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.07 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "Principal Amount" of each Security means the principal amount
as set forth on the face of the Security.

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

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

                  "Regular Record Date" means each June 1 and December 1
(whether or not a Business Day).

                  "Regulation S" means Regulation S under the Securities Act (or
any successor regulation having substantially similar provisions), as it may be
amended from time to time.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer assigned to administer corporate trust matters or to whom
any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who, in each case, shall have direct
responsibility for the administration of this Indenture.

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

                  "Rule 144" means Rule 144 under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "Securities" means the Notes.

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

                                       5
<PAGE>

                  "Stated Maturity", when used with respect to any Security,
means the date specified in such Security as the final fixed date on which the
Principal Amount of such Security is due and payable.

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

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

                  "Trading Day" means:

                  (1)      if the applicable security is listed or admitted for
         trading on The New York Stock Exchange or another national security
         exchange, a day on which The New York Stock Exchange or such other
         national security exchange is open for business;

                  (2)      if the applicable security is quoted on the Nasdaq
         National Market, a day on which trades may be made thereon; or

                  (3)      if the applicable security is not so listed, admitted
         for trading or quoted, a day on which the applicable security is traded
         regular way in the over-the-counter market and for which a closing bid
         and a closing asked price for such security are available.

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

                  SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                            Defined in
                             Term                            Section
                             ----                            -------
<S>                                                         <C>
"Act".....................................................   1.05(a)
"Agent Members"...........................................   2.12(f)
"Bankruptcy Law"..........................................   6.01
"Change in Control Notice"................................   3.15(a)
"Change in Control Repurchase Date".......................   3.14
"Change in Control Repurchase Exercise Notice"............   3.15(b)
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                                         <C>
"Change in Control Repurchase Price"......................   3.14
"Clearstream".............................................   2.01(a)
"Company Repurchase Notice"...............................   3.09(d)
"Company Repurchase Notice Date"..........................   3.09(d)
"Conversion Agent"........................................   2.03
"Conversion Date".........................................  10.02(a)
"Conversion Price"........................................  10.01(a)
"Current Market Price"....................................  10.06(g)
"Custodian"...............................................   6.01
"Defaulted Interest"......................................  11.02
"Depositary"..............................................   2.01(a)
"DTC".....................................................   2.01(a)
"Euroclear"...............................................   2.01(a)
"Event of Default"........................................   6.01
"Exchange Act"............................................   3.09(c)
"Expiration Time".........................................  10.06(f)
"fair market value".......................................  10.06(g)
"Legal Holiday"...........................................  12.08
"Legend"..................................................   2.06(f)
"Notice of Default".......................................   6.01
"Paying Agent"............................................   2.03
"Protected Purchaser".....................................   2.07(b)
"Purchased Shares"........................................  10.06(f)
"QIBs"....................................................   2.01(a)
"Record Date".............................................  10.06(g)
"Registrar"...............................................   2.03
"Repurchase Date".........................................   3.08
"Repurchase Notice".......................................   3.08(a)
"Repurchase Price"........................................   3.08
"Rule 144A Information"...................................   4.06
"Securities Act"..........................................   3.09(c)
"Special Record Date".....................................  11.02(a)
"Trigger Event"...........................................  10.06(c)
</TABLE>


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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                                       7
<PAGE>

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

                  "obligor" on the indenture securities means the Company.

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

                  SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

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

                  SECTION 1.05. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments (which may take the form of an electronic writing or
messaging or otherwise be in accordance with customary procedures of the
Depositary or the Trustee) of substantially similar tenor signed by such Holders
in person or by their agent duly appointed in writing (which may be in
electronic form); and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, when it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent (either of which may be in electronic form)
shall be sufficient for any purpose of this Indenture and conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution (or electronic delivery) or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing or delivering such instrument or writing
acknowledged to such officer the execution (or electronic delivery) thereof.
When such execution is by a signer acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing (electronic or otherwise), or the

                                       8
<PAGE>

authority of the Person executing the same, may also be proved in any other
manner that the Trustee deems sufficient.

                  (c)      The ownership of Securities shall be proved by the
register maintained by the Registrar.

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

                  (e)      If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture within six months after the record date.

                                   ARTICLE II

                                 THE SECURITIES

                  SECTION 2.01. Form and Dating. The Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibits A-1 and A-2, which are a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule or
usage (provided that any such notation, legend or endorsement required by usage
is in a form acceptable to the Company). The Company shall provide any such
notations, legends or endorsements to the Trustee in writing. Each Security
shall be dated the date of its authentication.

                  (a)      Global Securities. Securities offered and sold within
the United States to "qualified institutional buyers" as defined in Rule 144A
("QIBs") in reliance on Rule 144A or in offshore transactions in reliance on
Regulation S shall be issued, initially in the form of one or more Global
Securities, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any
successor thereto, and any such nominee being hereinafter referred to as the
"Depositary") for the accounts of participants in

                                       9
<PAGE>

DTC (and, in the case of Securities held in accordance with Regulation S,
registered with the Depositary for the accounts of designated agents holding on
behalf of the Euroclear S.A./N.V., as operator of the Euroclear System
("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate Principal Amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary as hereinafter provided.

                  (b)      Global Securities in General. Except as provided in
this Section 2.01, 2.06 or 2.12, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of Certificated
Securities. Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate Principal Amount of outstanding Securities from time to
time endorsed thereon and that the aggregate Principal Amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, repurchases, redemptions and conversions.

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

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

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

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
         NOTES REPRESENTED HEREBY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
         AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
         NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
         DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
         DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
         DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
         IS

                                       10
<PAGE>

         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
         OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
         THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
         REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
         IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
         PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2)
         AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
         THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
         HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY,
         EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED
         INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE
         SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS
         OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
         SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER
         AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS
         SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
         FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL
         OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE
         INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
         EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE
         HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
         TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE
         UPON CONVERSION OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES
         ACT.

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

                                       11
<PAGE>

                  SECTION 2.02. Execution and Authentication. The Notes shall be
executed on behalf of the Company by any Officer. The signature of the Officer
of the Company on the Notes may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of an
individual who was at the time of the execution of the Securities the proper
Officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of
authentication of such Securities.

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

                  The Trustee shall authenticate and deliver Securities for
original issue in an aggregate Principal Amount of up to $175,00,000 upon one or
more Company Orders without any further action by the Company. The aggregate
Principal Amount of Securities outstanding at any time may not exceed the amount
set forth in the foregoing sentence, except as provided in Section 2.07.

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

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

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

                                       12
<PAGE>

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

                  SECTION 2.04. Paying Agent to Hold Money and Securities in
Trust. Except as otherwise provided herein, not later than 10:00 a.m., New York
City time, on each due date of payments in respect of any Security, the Company
shall deposit with the Paying Agent a sum of money (in immediately available
funds if deposited on the due date) or Common Stock sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money and Common
Stock held by the Paying Agent for the making of payments in respect of the
Securities and shall notify the Trustee of any default by the Company in making
any such payment. At any time during the continuance of any such default, the
Paying Agent shall, upon the written request of the Trustee, forthwith pay to
the Trustee all money and Common Stock so held in trust. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall
segregate the money and Common Stock held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money and Common Stock held by it to the Trustee and to account for any
funds and Common Stock disbursed by it. Upon doing so, the Paying Agent shall
have no further liability for the money or Common Stock.

                  SECTION 2.05. Securityholder 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 Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on June 1 and December 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

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

                  Subject to Section 2.12 hereof, at the option of the Holder,
Securities may be exchanged for other Securities of any authorized denomination
or denominations, of a like aggregate Principal Amount, upon surrender of the
Securities to be exchanged, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Securityholder or such
Securityholder's attorney duly authorized in writing, at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute and the Trustee upon

                                       13
<PAGE>

receipt of a Company Order shall authenticate and deliver, the Securities that
the Holder making the exchange is entitled to receive.

                  The Company shall not be required to make, and the Registrar
need not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Repurchase Notice or
Change in Control Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

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

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

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

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

                  (f)      If Securities are issued upon the registration of
transfer, exchange or replacement of Securities subject to restrictions on
transfer and bearing the legends set forth on the form of Security attached
hereto as Exhibit A-1 setting forth such restrictions (collectively, the
"Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an Opinion of Counsel, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 or that
such Securities are not "restricted" within the meaning of Rule 144. Upon (i)
provision of such satisfactory evidence or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
upon receipt of a Company Order, shall authenticate and deliver a Security that
does not bear the Legend. If the Legend is removed from the face of a Security
and the Security is subsequently held by an Affiliate of the Company, the
Company shall use its reasonable best efforts to reinstate the Legend.

                                       14
<PAGE>

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

                  SECTION 2.07. Replacement Securities. If (a) any mutilated
Security is surrendered to the Trustee or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser within the meaning of Article 8 of the Uniform
Commercial Code (a "Protected Purchaser"), the Company shall execute and upon
receipt of a Company Order, the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and Principal Amount, bearing a
number not contemporaneously outstanding.

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

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

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

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

                  SECTION 2.08. Outstanding Securities; Determinations of
Holders' Action. Securities outstanding at any time are all the Securities
authenticated by the Trustee, except for those cancelled by it, those paid
pursuant to Section 2.10 and delivered to it for cancellation and those
described in this Section 2.08 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
Principal Amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver

                                       15
<PAGE>

hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
of such determination shall be considered in any such determination (including
determinations pursuant to Articles 6 and 9).

                  If a Security is replaced pursuant to Section 2.07, the
replaced Security ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to each of them that the replaced Security is held by
a Protected Purchaser unaware that such Security has been replaced, in which
case the replacement security shall be deemed not to be outstanding.

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

                  If a Security is converted in accordance with Article 10, then
from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and interest (if any) shall cease to accrue on
such Security.

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

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

                  SECTION 2.10. Cancellation. All Securities surrendered for
payment, purchase by the Company pursuant to Article 3, conversion, redemption
or registration of

                                       16
<PAGE>

transfer or exchange shall, if surrendered to any person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation or
that any Holder has converted pursuant to Article 11. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee.

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

                  SECTION 2.12. Global Securities. (a) Notwithstanding any other
provisions of this Indenture or the Securities, (A) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section
2.06 and Section 2.12(b)(i) below, (B) transfer of a beneficial interest in a
Global Security for a Certificated Security shall comply with Section 2.06 and
Section 2.12(b)(i) below, and (C) transfers of a Certificated Security shall
comply with Section 2.06 and Section 2.12(b)(ii) and transfer of a Certificated
Security for a Beneficial Interest in a Global Security shall comply with
Section 2.06 and Section 2.12(b)(iii) below.

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

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

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

                                       17
<PAGE>

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

                  (C)      if the Company or Registrar so requests, an Opinion
         of Counsel or other evidence reasonably satisfactory to them as to the
         compliance with the restrictions set forth in the Legend,

         then the Trustee shall cause, or direct the Registrar to cause, in
         accordance with the standing instructions and procedures existing
         between the Depositary and the Registrar, the aggregate Principal
         Amount of Securities represented by the Global Security to be decreased
         by the aggregate Principal Amount of the Certificated Security to be
         issued, shall authenticate and deliver such Certificated Security and
         shall debit or cause to be debited to the account of the Person
         specified in such instructions a beneficial interest in the Global
         Security equal to the Principal Amount of the Certificated Security so
         issued.

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

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

                           (y)      to exchange such Certificated Securities for
                                    an equal Principal Amount of Certificated
                                    Securities of other authorized
                                    denominations,

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

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

                  (B)      so long as such Securities are Restricted Securities,
         such Securities are being transferred or exchanged pursuant to an
         effective registration statement under the Securities Act or, if being
         transferred pursuant to clause (1), (2) or (3) below, are accompanied
         by the additional information and documents specified in each clause,
         as applicable:

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

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

                                       18
<PAGE>

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

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

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

                  (A)      so long as the Securities are Restricted Securities,
         certification, in the form set forth in Exhibit B, that such
         Certificated Security is being transferred in accordance with Rule
         144A, Regulation S or Rule 144; and

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

         then the Trustee shall cancel such Certificated Security and cause, or
         direct the Registrar to cause, in accordance with the standing
         instructions and procedures existing between the Depositary and the
         Registrar, the aggregate Principal Amount of Securities represented by
         the Global Security to be increased by the aggregate Principal Amount
         of the Certificated Security to be exchanged, and shall credit or cause
         to be credited to the account of the Person specified in such
         instructions a beneficial interest in the Global Security equal to the
         Principal Amount of the Certificated Security so cancelled. If no
         Global Securities are then outstanding, the Company shall issue and the
         Trustee, upon receipt of a Company Order, shall authenticate a new
         Global Security in the appropriate Principal Amount.

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

                  (d)      The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective

                                       19
<PAGE>

registration statement under the Securities Act or transferred in compliance
with Rule 144 or, if earlier, upon the expiration of the holding period
applicable to sales thereof under paragraph (k) of Rule 144. Any Security as to
which such restrictions on transfer shall have expired in accordance with their
terms or shall have terminated may, upon a surrender of such Security for
exchange to the Registrar in accordance with the provisions of this Section 2.12
(accompanied, in the event that such restrictions on transfer have terminated by
reason of a transfer in compliance with Rule 144, by an opinion of counsel
having substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company, the Trustee and
the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144), be
exchanged for a new Security, of like tenor and aggregate Principal Amount,
which shall not bear the restrictive Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee and the Registrar shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel or registration statement.

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

                  (f)      The provisions of clauses (1), (2), (3), (4) and (5)
below shall apply only to Global Securities:

                  (1)      Notwithstanding any other provisions of this
         Indenture or the Securities, except as provided in Section 2.12(b)(i),
         a Global Security shall not be exchanged in whole or in part for a
         Security registered in the name of any Person other than the Depositary
         or one or more nominees thereof, provided that a Global Security may be
         exchanged for Securities registered in the names of any person
         designated by the Depositary in the event that (i) the Depositary has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or such Depositary has ceased to be
         a "clearing agency" registered under the Exchange Act, and a successor
         Depositary is not appointed by the Company within 90 days or (ii) the
         Company elects to discontinue use of the system of book-entry transfer
         through DTC (or any successor depositary). Any Global Security
         exchanged pursuant to clause (i) of this sub-section shall be so
         exchanged in whole and not in part, and any Global Security exchanged
         pursuant to clause (ii) of this sub-section may be exchanged in whole
         or from time to time in part as directed by the Depositary. Any
         Security issued in exchange for a Global Security or any portion
         thereof shall be a Global Security; provided that any such Security so
         issued that is registered in the name of a person other than the
         Depositary or a nominee thereof shall not be a Global Security.

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

                                       20
<PAGE>

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

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

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

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

The provisions of the "Operating Procedures of the Euroclear System" and "Terms
and Conditions Governing Use of Euroclear" and the "Management Regulations and
Instructions to Participants" of Clearstream shall be applicable to interests in
any Global Securities that are held by participants through Euroclear or
Clearstream.

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

                                       21
<PAGE>

                                   ARTICLE III

                           REDEMPTION AND REPURCHASES

                  SECTION 3.01. Right to Redeem; Notices to Trustee. The
Company, at its option, may redeem the Securities in accordance with the
provisions of paragraphs 5 and 7 of the Securities. Prior to June 18, 2010, the
Company cannot redeem the Securities. Beginning on June 18, 2010, the Company
may redeem the Securities for cash in whole at any time, or in part from time to
time. If the Company elects to redeem Securities pursuant to paragraph 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date, the
Principal Amount of Securities to be redeemed, the Redemption Price and the
amount of accrued and unpaid interest, if any, payable on the Redemption Date.

                  The Company shall give the notice to the Trustee provided for
in this Section 3.01 by a Company Order, at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee). If fewer
than all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Company and given to the Trustee, which
record date shall not be less than ten days after the date of notice to the
Trustee.

                  SECTION 3.02. Selection of Securities to Be Redeemed. If less
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by any other method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the
rules of any stock exchange on which the Securities are then listed). The
Trustee shall make the selection at least 30 days but not more than 60 days
before the Redemption Date from outstanding Securities not previously called for
redemption.

                  Securities and any portions thereof that the Trustee selects
shall be in Principal Amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

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

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

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and accrued and unpaid interest,
         if any, payable on the Redemption Date;

                                       22
<PAGE>

                  (3)      the Conversion Price;

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

                  (5)      that Securities called for redemption may be
         converted at any time before the close of business on the Business Day
         immediately preceding the Redemption Date, even if not otherwise
         convertible at such time;

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

                  (7)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the Redemption Price and
         accrued and unpaid interest, if any;

                  (8)      if fewer than all the outstanding Securities are to
         be redeemed, the certificate number and Principal Amounts of the
         particular Securities to be redeemed;

                  (9)      that, unless the Company defaults in making payment
         of such Redemption Price and any interest which is due and payable
         interest (if any) will cease to accrue on and after the Redemption
         Date;

                  (10)     the CUSIP number of the Securities; and

                  (11)     any other information the Company wants to present.

                  At the Company's request, the Trustee shall give the notice of
redemption to Holders in the Company's name and at the Company's expense,
provided that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date such
notice of redemption must be mailed.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price (together with accrued and
unpaid interest, if any, to but not including the date of redemption) stated in
the notice except for Securities which are converted in accordance with the
terms of this Indenture. Upon surrender to the Paying Agent, such Securities
shall be paid at the Redemption Price (together with accrued and unpaid
interest, if any, to but not including the date of redemption) stated in the
notice.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m.
(New York City time), on any Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the Redemption Price of, and any accrued and unpaid interest to but not
including the date of redemption with respect to, all Securities to be redeemed
on that date other than Securities or portions of Securities called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Securities pursuant to Article 10. If such

                                       23
<PAGE>

money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

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

                  SECTION 3.07. Conversion Arrangement on Call for Redemption on
Specified Dates. In connection with any redemption of Securities, the Company
may arrange for the purchase and conversion of any Securities called for
redemption by an agreement with one or more investment banks or other purchasers
to purchase such Securities by paying to the Trustee in trust for the
Securityholders, on or prior to 10:00 a.m. New York City time on the Redemption
Date, an amount that, together with any amounts deposited with the Trustee by
the Company for the redemption of such Securities, is not less than the
Redemption Price of, and any accrued and unpaid interest with respect to, such
Securities. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, any Securities
not duly surrendered for conversion by the Holders thereof may, at the option of
the Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 10) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the second Business Day prior
to the Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

                  SECTION 3.08. Repurchase of Securities at Option of the Holder
on Specified Dates. Securities shall be purchased by the Company pursuant to the
terms of the Securities at the option of the Holder on June 15, 2010, June 15,
2013 and June 15, 2018 (each, a "Repurchase Date"), at a purchase price of 100%
of the Principal Amount plus any accrued and unpaid interest (the "Repurchase
Price"), in each case, to, but excluding, such Repurchase Date, subject to the
provisions of Section 3.09. Repurchases of Securities under this Section 3.08
shall be made, at the option of the Holder thereof, upon:

                  (a)      delivery to the Paying Agent by a Holder of a written
notice (a "Repurchase Notice") during the period beginning at any time from the
opening of business on

                                       24
<PAGE>

the date that is 20 Business Days prior to the applicable relevant Repurchase
Date until the close of business on the third Business Day prior to such
Repurchase Date stating:

                  (A)      the certificate numbers of the Securities, or the
         appropriate Depository information if the Security is represented by a
         Global Security, which the Holder will deliver to be purchased,

                  (B)      the portion of the Principal Amount of the Securities
         which the Holder will deliver to be purchased, which portion must be a
         Principal Amount of $1,000 or an integral multiple thereof,

                  (C)      that such Security shall be purchased as of the
         Repurchase Date pursuant to the terms and conditions specified in
         paragraph 6 of the Securities and in this Indenture, and

                  (D)      in the event the Company elects, pursuant to Section
         3.09, to pay the Repurchase Price to be paid as of such Repurchase
         Date, in whole or in part, in shares of Common Stock but such portion
         of the Repurchase Price shall ultimately be payable to such Holder
         entirely in cash because any of the conditions to payment of the
         Repurchase Price in Common Stock is not satisfied prior to the close of
         business on such Repurchase Date, as set forth in Section 3.09(c),
         whether such Holder elects (i) to withdraw such Repurchase Notice as to
         some or all of the Securities to which such Repurchase Notice relates
         (stating the Principal Amount and certificate numbers of the Securities
         as to which such withdrawal shall relate), or (ii) to receive cash in
         respect of the entire Repurchase Price for all Securities (or portions
         thereof) to which such Repurchase Notice relates; and

                  (b)      delivery or book-entry transfer of the Securities to
the Paying Agent at any time after delivery of the applicable Repurchase Notice
(together with all necessary endorsements) at the office of the Paying Agent,
such delivery being a condition to receipt by the Holder of the Repurchase Price
therefor; provided that such Repurchase Price shall be so paid pursuant to this
Section 3.08 only if the Security so delivered to Paying Agent shall conform in
all respects to the description thereof in the related Repurchase Notice.

                  If the Company has elected to pay the Repurchase Price in
whole or in part in shares of Common Stock, but is unable to deliver the shares
of Common Stock, a Holder, in such Holder's Repurchase Notice and in any written
notice of withdrawal delivered by such Holder pursuant to the terms of Section
3.10, may elect to withdraw the Repurchase Notice or to receive cash. If a
Holder fails to indicate in its Repurchase Notice its election to receive cash
or Common Stock, the Holder shall be deemed to have elected to receive cash in
respect of the entire Repurchase Price for all Securities subject to such
Repurchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.08, a portion of a Security, if the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                                       25
<PAGE>

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Repurchase Date and the time of the book-entry transfer or delivery of the
Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Repurchase Notice contemplated by this
Section 3.08 shall have the right to withdraw such Repurchase Notice at any time
prior to the close of business on the Business Day immediately preceding the
Repurchase Date by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.10.

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

                  SECTION 3.09. Company's Right to Elect Manner of Payment of
Repurchase Price. (a) The Securities to be repurchased on any Repurchase Date
pursuant to Section 3.08 may be paid for, in whole or in part, at the election
of the Company, in cash or Common Stock or any combination of cash and Common
Stock, subject to the conditions set forth in Sections 3.09(c) and (d). The
Company shall designate, in the Company Repurchase Notice delivered pursuant to
Section 3.09(d), whether the Company will repurchase the Securities for cash or
shares of Common Stock, or, if a combination thereof, the percentages of the
Repurchase Price of Securities in respect of which it will pay in cash or shares
of Common Stock; provided that the Company will pay cash for fractional
interests in shares of Common Stock. For purposes of determining the existence
of potential fractional interests, all Securities subject to repurchase by the
Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Securities are
repurchased pursuant to Section 3.08 shall receive the same percentage of cash
or shares of Common Stock in payment of the Repurchase Price for such
Securities, except with regard to the payment of cash in lieu of fractional
shares of Common Stock. The Company may not change its election with respect to
the consideration (or components or percentages of components thereof) to be
paid once the Company has given its Company Repurchase Notice to Holders except
pursuant to Section 3.09(c) in the event of a failure to satisfy, prior to the
close of business on the Business Day immediately preceding the Repurchase Date,
any condition to the payment of the Repurchase Price, in whole or in part, in
shares of Common Stock.

                  At least three Business Days before each Company Repurchase
Notice Date, the Company shall deliver an Officer's Certificate to the Trustee
specifying:

                  (i)      the manner of payment selected by the Company,

                  (ii)     the information required by Section 3.09(d) in the
         Company Repurchase Notice,

                  (iii)    if the Company elects to pay the Repurchase Price, or
         a specified percentage thereof, in shares of Common Stock, that the
         conditions to such manner of payment set forth in Section 3.09(c) have
         been or will be complied with, and

                                       26
<PAGE>

                  (iv)     whether the Company desires the Trustee to give the
         Company Repurchase Notice required by Section 3.09(d).

                  (b)      At the option of the Company, the Repurchase Price of
Securities in respect of which a Repurchase Notice pursuant to Section 3.08 has
been given, or a specified percentage thereof, may be paid by the Company with
cash.

                  (c)      At the option of the Company, the Repurchase Price of
Securities in respect of which a Repurchase Notice pursuant to Section 3.08 has
been given, or a specified percentage thereof, may be paid by the Company by the
issuance of a number of shares of Common Stock equal to the quotient obtained by
dividing (i) the portion of the Repurchase Price to be paid in shares of Common
Stock by (ii) 97.5% of the average of the Closing Sale Price of the shares of
Common Stock for the five consecutive Trading Days immediately preceding but
ending on the third Business Day prior to the applicable Repurchase Date,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of the Trading Days during such five Trading Day period
and ending on the Repurchase Date, of any event described in Section 10.09,
subject to the next succeeding paragraph.

                  The Company will not issue fractional shares of Common Stock
in payment of the Repurchase Price. Instead, the Company will pay cash based on
the Closing Sale Price as of the applicable Repurchase Date for all fractional
shares. It is understood that if a Holder elects to have more than one Security
purchased, the number of shares of Common Stock shall be based on the aggregate
Principal Amount of Securities to be purchased.

                  The Company's right to exercise its election to purchase
Securities through the issuance of shares of Common Stock shall be conditioned
upon:

                  (i)      the Company's giving a timely Company Repurchase
         Notice containing an election to purchase all or a specified percentage
         of the Securities with shares of Common Stock as provided herein;

                  (ii)     the registration of such shares of Common Stock under
         the Securities Act of 1933, as amended (the "Securities Act"), and
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), if
         required;

                  (iii)    the listing of such shares of Common Stock on a
         United States national securities exchange or the quotation of such
         shares of Common Stock in an inter-dealer quotation system of any
         registered United States national securities association, in each case,
         if the Common Stock is then listed on a national securities exchange or
         quoted in an inter-dealer quotation system;

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

                  (v)      the receipt by the Trustee of an (A) Officer's
         Certificate stating that the terms of the issuance of the shares of
         Common Stock are in conformity with this Indenture, (B) an Opinion of
         Counsel to the effect that the shares of Common Stock to be

                                       27
<PAGE>

         issued by the Company in payment of the Repurchase Price in respect of
         the Securities have been duly authorized and, when issued and delivered
         pursuant to the terms of this Indenture in payment of the Repurchase
         Price in respect of the Securities, will be validly issued, fully paid
         and non-assessable and, to the best of such counsel's knowledge, free
         from preemptive rights under applicable state law or known material
         contracts and (C) an Officer's Certificate, stating that the conditions
         to the issuance of the shares of Common Stock have been satisfied.

                  Such Officer's Certificate shall also set forth the number of
shares of Common Stock to be issued for each $1,000 Principal Amount of
Securities and the Closing Price of a share of Common Stock on each Trading Day
during the period commencing on the fifth Trading Day immediately preceding but
ending on the third Business Day prior to the applicable Repurchase Date. If the
foregoing conditions are not satisfied prior to the close of business on the
last day prior to the Repurchase Date and the Company has elected to repurchase
the Securities through the issuance of shares of Common Stock, the Company shall
pay the entire Repurchase Price of the Securities in cash.

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

                  (d)      In connection with any repurchase of Securities, the
Company shall, no less than 20 Business Days prior to each Repurchase Date (the
"Company Repurchase Notice Date"), give notice to Holders (with a copy to the
Trustee) setting forth information specified in this Section 3.09(d) (the
"Company Repurchase Notice").

                  Each Company Repurchase Notice shall:

                  (1)      state the Repurchase Price and the Repurchase Date to
         which the Company Repurchase Notice relates;

                  (2)      state whether the Repurchase Price will be paid in
         cash, shares of Common Stock or a combination thereof, specifying the
         percentage of each;

                  (3)      if shares of Common Stock will be used to pay all or
         part of the Repurchase Price, state:

                  (A)      the method for valuing the shares of Common Stock to
         be delivered in connection with the repurchase; and

                  (B)      that Holders of the Securities will bear the market
         risk with respect to the value of the shares of Common Stock to be
         delivered from the date the number of shares is determined;

                  (4)      include a form of Repurchase Notice;

                                       28
<PAGE>

                  (5)      the Conversion Price;

                  (6)      state the name and address of the Conversion Agent;

                  (7)      state that Securities must be surrendered to the
         Paying Agent to collect the Repurchase Price;

                  (8)      if the Securities are then convertible, state that
         Securities as to which a Repurchase Notice has been given may be
         converted only if the Repurchase Notice is withdrawn in accordance with
         the terms of this Indenture; and

                  (9)      state the CUSIP number of the Securities.

         Company Repurchase Notices may be given by the Company or, at the
         Company's request, the Trustee shall give such Company Repurchase
         Notice in the Company's name and at the Company's expense.

                  (e)      All shares of Common Stock delivered upon repurchase
of the Securities shall be newly issued shares or treasury shares, shall be duly
authorized, validly issued, fully paid and nonassessable and shall be free from
preemptive rights and free of any lien or adverse claim created by the Company.

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

                  (g)      The Company will comply with the provisions of Rule
13e-4 and any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the Holders of
Securities.

                  SECTION 3.10. Effect of Repurchase Notice. Upon receipt by the
Paying Agent of the Repurchase Notice specified in Section 3.08, the Holder of
the Security in respect of which such Repurchase Notice was given shall (unless
such Repurchase Notice is validly withdrawn) thereafter be entitled to receive
solely the Repurchase Price with respect to such Security. Such Repurchase Price
shall be paid to such Holder, subject to receipt by the Paying Agent of cash,
shares of Common Stock or a combination thereof from the Company as provided in
Section 3.11 and receipt by the Paying Agent of Securities from the Holders
thereof, promptly following the later of (x) the Repurchase Date with respect to
such Note (provided the Holder has satisfied the conditions in Section 3.08) and
(y) the time of delivery of such Security to the Paying Agent by the Holder
thereof in the manner required by Section 3.08. Securities in respect of which a
Repurchase Notice has been given by the Holder thereof may not be converted

                                       29
<PAGE>

pursuant to Article 11 hereof on or after the date of the delivery of such
Repurchase Notice unless such Repurchase Notice has first been validly
withdrawn.

                  A Repurchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the office of the Paying Agent at any time
prior to the close of business on the Business Day immediately preceding the
Repurchase Date, specifying:

                  (1)      the certificate number, if any, of the Security in
         respect of which such notice of withdrawal is being submitted, or the
         appropriate Depositary information if the Security in respect of which
         such notice of withdrawal is being submitted is represented by a Global
         Security,

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

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

                  A written notice of withdrawal of a Repurchase Notice may be
in the form set forth in the preceding paragraph or may be in the form of a
conditional withdrawal contained in a Repurchase Notice pursuant to the terms of
Section 3.08(a)(D).

                  SECTION 3.11. Deposit of Repurchase Price. Prior to 10:00 a.m.
(New York City Time) on the Business Day following the Repurchase Date, the
Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary
or an Affiliate of either of them is acting as the Paying Agent, shall segregate
and hold in trust as provided in Section 2.04) an amount of cash (in immediately
available funds if deposited on such Business Day) or Common Stock, if permitted
hereunder, or a combination of cash and Common Stock, sufficient to pay the
aggregate Repurchase Price of all the Securities or portions thereof that are to
be purchased as of the Repurchase Date.

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

                  SECTION 3.12. Securities Repurchased in Part. Upon
presentation of any Security repurchased only in part, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the Holder
thereof, at the expense of the Company, a new Security or Securities, of any
authorized denomination, in aggregate Principal Amount equal to the
unrepurchased portion of the Securities presented.

                                       30
<PAGE>

                  SECTION 3.13. Repayment to the Company. The Paying Agent shall
return to the Company any cash or shares of Common Stock that remain unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Repurchase Price; provided that to the extent that the aggregate
amount of cash or shares of Common Stock deposited by the Company pursuant to
Section 3.11 exceeds the aggregate Repurchase Price of the Securities or
portions thereof which the Company is obligated to purchase as of the Repurchase
Date then, unless otherwise agreed in writing with the Company, promptly after
the Business Day following the Repurchase Date, the Paying Agent shall return
any such excess to the Company together with interest or dividends, if any,
thereon.

                  SECTION 3.14. Repurchase of Securities at Option of the Holder
Upon A Change in Control. In the event that a Change in Control shall occur,
then each Holder shall have the right, at the Holder's option, to require the
Company to repurchase, and upon the exercise of such right the Company shall
repurchase, all of such Holder's Notes, or any portion of the principal amount
thereof that is equal to $1,000 or any integral multiple of $1,000 in excess
thereof, on the date (the "Change in Control Repurchase Date") that is 45 days
after the date of the Change in Control Notice (as defined in Section 3.15(a))
at a purchase price equal to 100% of the principal amount of the Notes to be
repurchased (the "Change in Control Repurchase Price") plus interest, if any,
accrued but unpaid to, but excluding, the Change in Control Repurchase Date;
provided, however, that installments of interest on Notes whose Stated Maturity
is on or prior to the Repurchase Date shall be payable to the Holders of such
Notes, or one or more Predecessor Securities, registered as such on the relevant
Regular Record Date. In the event that the Change in Control Repurchase Date is
a date between a Regular Record Date and the corresponding Interest Payment
Date, the Company shall pay interest on the Notes being repurchased to the
Holder who surrenders such Notes for repurchase. Any reference herein, in any
context, to the principal of any Note as of any time, shall be deemed to include
a reference to the Change in Control Repurchase Price payable in respect of such
Note to the extent that such Change in Control Repurchase Price is, was or would
be so payable at such time, and express mention of the Change in Control
Repurchase Price in any provision hereof shall not be construed as excluding the
Change in Control Repurchase Price in such provision when such express mention
is not made.

                  SECTION 3.15. Notices; Method of Exercising Repurchase Right,
Etc. (a) Unless the Company shall have theretofore called for redemption all of
the Notes, on or before the 30th day after the occurrence of a Change in
Control, the Company or, at the request and expense of the Company, the Trustee,
shall give to all Holders of Notes, notice (the "Change in Control Notice") of
the occurrence of the Change in Control and of the repurchase right set forth
herein arising as a result thereof. If the Company gives such Change in Control
Notice to Holders, it shall also give such Change in Control Notice to the
Trustee.

                  Each Change in Control Notice shall describe such Change in
Control, shall state that as a result of the occurrence of such Change in
Control the Holder has the right to require the Company to repurchase the
Holder's Notes in whole or in part and shall state:

                  (i)      the Change in Control Repurchase Date,

                                       31
<PAGE>

                  (ii)     the date by which the repurchase right must be
         exercised pursuant to Section 3.15(b),

                  (iii)    the Change in Control Repurchase Price,

                  (iv)     a description of the procedure which a Holder must
         follow to exercise a repurchase right, and the place or places where
         such Notes are to be surrendered for payment of the Change in Control
         Repurchase Price and accrued and unpaid interest, if any, to, but
         excluding, the Change in Control Repurchase Date,

                  (v)      that on the Change in Control Repurchase Date the
         Change in Control Repurchase Price, and accrued and unpaid interest, if
         any, will become due and payable upon each such Note designated by the
         Holder to be repurchased (unless such Holder exercises its right to
         convert such Note pursuant to Article 10 of this Indenture), and that
         interest thereon shall cease to accrue on and after said date with
         respect to any Note designated by the Holder to be repurchased,

                  (vi)     the Conversion Price then in effect, the date on
         which the right to convert the principal amount of the Notes to be
         repurchased will terminate and the place or places where such Notes may
         be surrendered for conversion, and

                  (vii)    the place or places that the notice described in
         Section 3.15(b) shall be delivered, and the form of such notice.

                  No failure of the Company to give the foregoing notices or
defect therein shall limit any Holder's right to exercise a repurchase right or
affect the validity of the proceedings for the repurchase of Notes.

                  If any of the foregoing provisions or other provisions of this
Article are inconsistent with applicable law, such law shall govern.

                  (b)      To exercise a repurchase right, a Holder shall
deliver to the Trustee or any Paying Agent on or before the 30th day after the
date of the Change in Control Notice (i) written notice of the Holder's exercise
of such right (a "Change in Control Repurchase Exercise Notice"), which notice
shall set forth the name of the Holder, the certificate number of the Notes to
be repurchased (and, if any Note is to repurchased in part, the portion of the
principal amount thereof to be repurchased (which portion must be a Principal
Amount of $1,000 or an integral multiple thereof) and the name of the Person in
which the portion thereof to remain Outstanding after such repurchase is to be
registered and a statement that an election to exercise the repurchase right
pursuant to this Section 3.15(b) is being made thereby with respect to the Notes
so specified for repurchase in such notice and (ii) delivery or book-entry
transfer of the Notes to the Paying Agent at any time after delivery of the
applicable Change in Control Notice (together with all necessary endorsements)
at the office of the Paying Agent, such delivery being a condition to receipt by
the Holder of the Change in Control Repurchase Price therefor; provided that
such Change in Control Repurchase Price shall be so paid pursuant to this
Section 3.15 only if the Note so delivered to Paying Agent shall conform in all
respects to the description thereof in the related Change in Control Repurchase
Exercise Notice. Securities in respect of which a

                                       32
<PAGE>

Change in Control Repurchase Exercise Notice has been given by the Holder
thereof may not be converted pursuant to Article 10 hereof on or after the date
of the delivery of such Change in Control Repurchase Exercise Notice unless such
Change in Control Repurchase Exercise Notice has first been validly withdrawn.

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

                  (1)      the certificate number, if any, of the Security in
         respect of which such notice of withdrawal is being submitted, or the
         appropriate Depositary information if the Security in respect of which
         such notice of withdrawal is being submitted is represented by a Global
         Security,

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

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

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

                  (c)      If the Holder of a Note exercises a repurchase right
in accordance with the terms hereof, the Company shall pay or cause to be paid
to the Trustee or the Paying Agent the Change in Control Repurchase Price in
cash for payment to such Holder on the Change in Control Repurchase Date
together with accrued and unpaid interest, if any, to but excluding the Change
in Control Repurchase Date payable with respect to the Notes as to which such
Holder has exercised the repurchase right; provided, however, that installments
of interest that mature on or prior to the Change in Control Repurchase Date
shall be payable in cash to the Holders of such Notes, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Date, in each case according to the terms and provisions
of Article Three of the Indenture.

                  (d)      If any Note (or portion thereof) surrendered for
repurchase shall not be so paid on the Change in Control Repurchase Date, the
principal amount of such Note (or portion thereof, as the case may be) shall,
until paid, bear interest to the extent permitted by applicable law from the
Change in Control Repurchase Date at the rate of 5% per annum.

                  (e)      With respect to any Note which is to be repurchased
only in part, the Trustee shall authenticate and make available for delivery to
the Holder of such Note without service charge, a new Note or Notes, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Note so surrendered.

                                       33
<PAGE>

                  (f)      Any purchase by the Company contemplated pursuant to
the provisions of this Section shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Repurchase Date and the time of the book-entry transfer or delivery of
the Note.

                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.01. Payment of Securities. The Company shall
promptly make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture. Any amounts to
be given to the Trustee or Paying Agent shall be deposited with the Trustee or
Paying Agent by 10:00 a.m., New York City time, by the Company. The Principal
Amount, Redemption Price, Repurchase Price, Change in Control Repurchase Price,
and interest, if any, shall be considered paid on the applicable date due if on
such date (or, in the case of a Repurchase Price or Change in Control Repurchase
Price, on the Business Day following the applicable Repurchase Date or Change in
Control Repurchase Date, as the case may be) the Trustee or the Paying Agent
holds, in accordance with this Indenture, money or securities, if permitted
hereunder, sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Securities, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
interest.

                  SECTION 4.02. SEC and Other Reports. If requested by the
Trustee, the Company shall deliver to the Trustee, within 30 days after it files
such annual and quarterly reports, information, documents and other reports with
the SEC, copies of its annual and quarterly reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the provisions of TIA Section 314(a). Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of the same shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer's Certificates).

                  SECTION 4.03. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending on December 31, 2003) an
Officer's Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to

                                       34
<PAGE>

any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

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

                  SECTION 4.05. Maintenance of Office or Agency. The Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency of the Trustee, Registrar, Paying Agent and Conversion Agent where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The office of Bank One, N.A.,
located at 55 Water Street, 1st Floor, Jeanette Park Entrance, New York, New
York 10041 (Attention: Corporate Trust Administration), shall initially be such
office or agency for all of the aforesaid purposes. The Company shall give
prompt written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of
the office of the Trustee). If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 12.02.

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

                  SECTION 4.06. Delivery of Certain Information. At any time
when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon
the request of a Holder or any beneficial holder of Securities or shares of
Common Stock which are restricted securities issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Securities or holder
of shares of Common Stock issued upon conversion of Securities, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.

                  SECTION 4.07. Covenant to Comply With Securities Laws Upon
Purchase of Securities. In connection with any offer to purchase or purchase of
Securities under Section 3.08 or 3.15 hereof (provided that such offer or
purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), the Company shall to the
extent applicable (i) comply with Rule 13e-4 and Rule 14e-1 under the Exchange
Act, (ii) file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act, and

                                       35
<PAGE>

(iii) otherwise comply with all Federal and state securities laws so as to
permit the rights and obligations under Sections 3.08 and 3.15 to be exercised
in the time and in the manner specified in Sections 3.08 and 3.15.

                                       36
<PAGE>

                                    ARTICLE V

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

                  SECTION 5.01. Consolidation, Merger or Sale of Assets by the
Company Permitted. The Company may not merge or consolidate with or into any
other corporation or sell, convey, transfer, lease or otherwise dispose of all
or substantially all of its assets to any Person, unless (i)(A) in the case of a
merger or consolidation, the Company is the surviving corporation or (B) in the
case of a merger or consolidation where the Company is not the surviving
corporation and in the case of any such sale, conveyance or other disposition,
the resulting, successor or acquiring Person is a corporation organized and
existing under the laws of the United States, any State or the District of
Columbia and such corporation expressly assumes by supplemental indenture all
the obligations of the Company under the Securities and any coupons appertaining
thereto and under this Indenture, (ii) immediately thereafter, giving effect to
such merger or consolidation, or such sale, conveyance, transfer, lease or other
disposition (including any indebtedness directly or indirectly incurred or
anticipated to be incurred in connection with or in respect of such
transactions), no Default or Event of Default shall have occurred and be
continuing and (iii) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger or
consolidation, or such sale, conveyance, transfer, lease or other disposition,
complies with this Article and that all conditions precedent relating to such
transaction have been complied with as herein provided.

                  SECTION 5.02. Successor Corporation Substituted. Upon any
merger or consolidation of the Company with or into any other corporation or any
sale, conveyance, transfer, lease or other disposition of all or substantially
all of the assets of the Company to any other Person, the successor corporation
formed by such consolidation or into which the Company is merged or the Person
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person has been named
as the Company herein, and thereafter, except in the case of a lease to another
Person, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default. An "Event of Default" occurs
with respect to the Securities if (regardless of the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (1)      the Company defaults in the payment of any interest
         on any Security when the same becomes due and payable and such default
         continues for a period of 30 days;

                                       37
<PAGE>

                  (2)      the Company defaults in the payment of the Principal
         Amount, Redemption Price, Repurchase Price or Change in Control
         Repurchase Price on any Security when the same becomes due and payable;

                  (3)      the Company defaults in the performance of, or
         breaches, any covenant or warranty of the Company in this Indenture
         with respect to any Security (other than a covenant or warranty a
         default in whose performance or whose breach is elsewhere in this
         Section specifically dealt with), and such default or breach continues
         for a period of 60 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate Principal Amount of
         the Securities, a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder;

                  (4)      the Company pursuant to or within the meaning of any
         Bankruptcy Law (A) commences a voluntary case, (B) consents to the
         entry of an order for relief against it in an involuntary case, (C)
         consents to the appointment of a Custodian of it or for all or
         substantially all of its property, or (D) makes a general assignment
         for the benefit of its creditors; or

                  (5)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that (A) is for relief against the
         Company in any involuntary case, (B) appoints a Custodian of the
         Company or for all or substantially all of its property, or (C) orders
         the liquidation of the Company and the order or decree remains unstayed
         and in effect for 90 days.

                  The term "Bankruptcy Law" means Title 11, U.S. Code, or any
         similar federal or state law for the relief of debtors. The term
         "Custodian" means any receiver, trustee, assignee, liquidator or
         similar official under any Bankruptcy Law.

                  SECTION 6.02. Acceleration; Rescission and Annulment. If an
Event of Default with respect to the Securities occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate Principal Amount of all
Securities, by written notice to the Company (and, if given by the Holders, to
the Trustee), may declare the principal of all the Securities to be due and
payable and upon any such declaration such principal shall be immediately due
and payable.

                  At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article 6 provided, the Holders
of a majority in aggregate Principal Amount of the Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if all existing Defaults and Events of Default with respect to
Securities, other than the non-payment of the principal of the Securities that
has become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 6.07. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

                                       38
<PAGE>

                  SECTION 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that, if:

                  (1)      default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2)      default is made in the payment of the principal of
         any Security at Stated Maturity and such default continues for a period
         of 10 days,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, premium, if any, and interest, if any, and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium, if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, if any, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities wherever situated.

                  If an Event of Default with respect to the Securities occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of the Securities by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

                  SECTION 6.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the federal bankruptcy
laws, as now or hereafter constituted, relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration of
acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (i)      to file and prove a claim for the whole amount of
         principal and interest, if any, owing and unpaid in respect of the
         Securities and to file such other papers or documents as may be
         necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and

                                       39
<PAGE>

         advances of the Trustee, its agents and counsel) and of the Holders of
         such Securities allowed in such judicial proceeding, and

                  (ii)     to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

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

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

                  SECTION 6.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name, as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  SECTION 6.06. Delay or Omission Not Waiver. No delay or
omission by the Trustee or any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of or acquiescence in any such Event of Default. Every
right and remedy given by this Indenture or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

                  SECTION 6.07. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate Principal Amount of the Securities, by notice to
the Trustee, may waive on behalf of the Holders of the Securities a past Default
or Event of Default and its consequences except (i) a Default or Event of
Default in the payment of the principal of, premium, if any, or interest, if
any, on any Security or (ii) in respect of a covenant or provision hereof which
pursuant to Section 9.01 cannot be amended or modified without the consent of
the Holders of adversely affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

                  SECTION 6.08. Control by Majority. The Holders of not less
than a majority in aggregate Principal Amount of the Securities shall have the
right to direct the time, method

                                       40
<PAGE>

and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with respect to the
Notes; provided, however, that (i) the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, (ii) subject to Section
7.01, the Trustee may refuse to follow any direction that would in the good
faith judgment of the Trustee have a substantial likelihood of involving the
Trustee in personal liability and (iii) the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction.

                  SECTION 6.09. Limitation on Suits by Holders. No Holder of the
Notes shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities;

                  (2)      the Holders of at least 25% in aggregate Principal
         Amount of the Securities have made a written request to the Trustee to
         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                  (3)      such Holder or Holders have offered to the Trustee
         indemnity satisfactory to the Trustee against any loss, cost, liability
         or expense to be, or which may be, incurred by the Trustee in pursuing
         the remedy;

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and the offer of indemnity has failed to institute any
         such proceedings; and

                  (5)      during such 60-day period, the Holders of a majority
         in aggregate Principal Amount of the Securities have not given to the
         Trustee a direction inconsistent with such written request.

                  No one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.
For the protection and enforcement of the provisions of this Section 6.09, each
and every Holder of the Securities and the Trustee shall be entitled to such
relief as can be given at law or in equity.

                  SECTION 6.10. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of the Notes to receive payment of principal of, premium, if any, and, subject
to Section 2.06, interest, if any, on the Notes, on or after due dates therefor
(or, in case of redemption or repurchase, on the relevant redemption or
repurchase dates) shall not be impaired or affected without the consent of such
Holder.

                  SECTION 6.11. Application of Money Collected. If the Trustee
collects any money pursuant to this Article, it shall pay out the money in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal

                                       41
<PAGE>

or interest, if any, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

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

                  Second: to Holders of Securities in respect of which or for
         the benefit of which such money has been collected for amounts due and
         unpaid on such Securities for principal of, premium, if any, and
         interest, if any, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal, premium, if any, and interest, if any, respectively; and

                  Third:  to the Person or Persons entitled thereto.

                  SECTION 6.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                  SECTION 6.13. Rights and Remedies Cumulative. Except as
otherwise provided in Section 2.07 with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities, no right or remedy herein
conferred upon or reserved to the Trustee or the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                  SECTION 6.14. 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, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company or by the Trustee.

                  SECTION 6.15. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law 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 that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder,

                                       42
<PAGE>

delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE VII

                                     TRUSTEE

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

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

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

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

This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

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

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

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

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

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

                                       43
<PAGE>

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this
Section 7.01.

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

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

                  SECTION 7.02. Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01, and, except as expressly
excluded from this Indenture pursuant to said Section 7.01, subject also to its
duties and responsibilities under the TIA:

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

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

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

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

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

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

                                       44
<PAGE>

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

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

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

                  (j)      the rights, privileges, protections, immunities and
benefits given to the Trustee, including its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder; and

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

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

                  SECTION 7.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
the Indenture or the Securities (other than its certificate of authentication),
or the determination as to which beneficial owners are entitled to receive any
notices hereunder.

                  SECTION 7.05. Notice of Defaults. If a Default occurs and if
it is known to a Responsible Officer of the Trustee, the Trustee shall give to
each Securityholder notice of the Default within 90 days after such Responsible
Officer obtains knowledge of such Default unless

                                       45
<PAGE>

such Default shall have been cured or waived before the giving of such notice.
Except in the case of a Default described in Section 6.01(1) or (2), the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Securityholders. The second sentence of this Section 7.05 shall be
in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby
expressly excluded from this Indenture, as permitted by the TIA. The Trustee
shall not be deemed to have knowledge of a Default unless a Responsible Officer
of the Trustee has received written notice of such Default.

                  SECTION 7.06. Reports by Trustee to Holders. Within 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail to each Securityholder a brief report dated as
of such May 15 that complies with TIA Section 313(a), if required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2).

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

                  SECTION 7.07. Compensation and Indemnity. The Company agrees:

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

                  (b)      to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

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

                  To secure the Company's payment obligations in this Section
7.07, the Holders shall have been deemed to have granted to the Trustee a lien
prior to the Securities on all money or property held or collected by the
Trustee except that held in trust to pay the Redemption Price, Repurchase Price,
Change in Control Redemption Price, or interest, if any, as the case may be, on
particular Securities.

                                       46

<PAGE>

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the discharge of this Indenture and the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(5), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

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

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

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.

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

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

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

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

                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

                                       47

<PAGE>

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

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

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

                  SECTION 8.01. Discharge of Liability on Securities. When (i)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company irrevocably
deposits with the Trustee, the Paying Agent (if the Paying Agent is not the
Company or any of its Affiliates) or the Conversion Agent cash or, if expressly
permitted by the terms of the Securities or the Indenture, Common Stock
sufficient to pay all amounts due and owing on all outstanding Securities (other
than Securities replaced pursuant to Section 2.07), and in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.07, cease to be of further effect. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officer's Certificate and Opinion of Counsel and at
the cost and expense of the Company.

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

                                   ARTICLE IX

                                   AMENDMENTS

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

                  (1)      to evidence the succession of another entity to the
         Company and the assumption of the Company's covenants by a successor;
         or

                                       48

<PAGE>

                  (2)      to surrender any right or power conferred upon the
         Company and the Trustee; or

                  (3)      to add any additional Events of Default for the
         Notes; or

                  (4)      to add to the Company's covenants for the benefit of
         the Securityholders or to surrender any right or power conferred upon
         the Company; or

                  (5)      to add or change any provisions to such extent as
         necessary to permit or facilitate the issuance of the Notes in bearer
         or global form; or

                  (6)      to provide security for the Notes; or

                  (7)      to establish the form of the Notes pursuant to
         Section 2.01, Section 2.09 or Section 2.12; or

                  (8)      to provide for the issuance of bearer securities; or

                  (9)      to evidence and provide for the acceptance of
         appointment of a separate or successor trustee; or

                  (10)     to correct or supplement any provision herein which
         may be inconsistent with any other provision herein or to make any
         other provisions with respect to matters or questions arising under
         this Indenture, provided such action shall not adversely affect the
         interests of Holders of any Security; or

                  (11)     to cure any ambiguity, omission, defect or
         inconsistency.

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

                  (1)      reduce the percentage in Principal Amount of
         Securities whose Holders must consent to an amendment;

                  (2)      reduce the Principal Amount of any Security or
         interest on any Security;

                  (3)      reduce the Redemption Price, Repurchase Price or
         Change in Control Repurchase Price of any Security;

                  (4)      make any Security payable in money or securities
         other than that stated in the Security;

                  (5)      make any change in Article 10 of the Indenture, or
         this Section 9.02, except to increase any percentage set forth therein;

                                       49

<PAGE>

                  (6)      make any change that adversely affects the right to
         convert any Security;

                  (7)      make any change that adversely affects the right to
         require the Company to purchase the Securities in accordance with the
         terms thereof and this Indenture; or

                  (8)      impair the right to institute suit for the
         enforcement of any payment with respect to, or conversion of, the
         Securities.

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

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

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

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

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

                  SECTION 9.06. Trustee to Sign Supplemental Indentures. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions
of Section 7.01) shall be fully protected in relying upon, in addition to the
documents required by Section 14.04, an Officer's Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

                  SECTION 9.07. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance

                                       50

<PAGE>

therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE X

                                   CONVERSION

                  SECTION 10.01. Conversion Privilege. (a) A Holder of a
Security may convert such Security into shares of Common Stock at any time
during the periods and subject to the conditions stated in paragraph 8 of the
Securities, subject to the provisions of this Article 10. The number of shares
of Common Stock to be delivered upon conversion of a Security per $1,000 of
Principal Amount thereof shall be equal to $1,000 divided by $20.00 (such
amount, as adjusted pursuant to this Article 10, the "Conversion Price"). The
Conversion Price shall initially be $20.00 and shall be adjusted as set forth in
this Article 10 and in accordance with the provisions of paragraph 8 of the
Securities.

                  (b)      A Holder may convert a portion of the Principal
Amount of a Security if the portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to conversion of all of a Security also
apply to conversion of a portion of a Security.

                  (c)      The Company shall determine on a daily basis whether
the Securities shall be convertible as a result of the occurrence of an event
specified in paragraph 8 of the Security and, if the Securities shall be
convertible, the Company shall promptly deliver to the Trustee written notice
thereof. Whenever the Securities shall become convertible pursuant to the
foregoing condition, the Company or, at the Company's request, the Trustee in
the name and at the expense of the Company, shall notify the Holders of the
event triggering such convertibility in the manner provided under this
Indenture, and the Company shall also publicly announce such information and
publish it on the Company's website. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice.

                  SECTION 10.02. Conversion Procedure. (a) To convert a
Security, all of the requirements in paragraph 8 of the Securities must be
satisfied. The date on which all those requirements are satisfied is the
conversion date (the "Conversion Date"). Following the Conversion Date, the
Company shall deliver to the Holder through the Conversion Agent, subject to and
in accordance with Section 10.13, a certificate for the number of full shares of
Common Stock issuable upon the conversion (or, at the option of the Company as
set forth in Section 10.13, cash in lieu thereof) and cash in lieu of any
fractional share determined pursuant to Section 10.03. The Company shall
determine such full number of shares and the amounts of the required cash with
respect to any fractional share, and shall set forth such information in an
Officer's Certificate delivered to the Conversion Agent. The Conversion Agent
shall have no duties under this paragraph unless and until it has received such
certificate.

                  (b)      The Person in whose name the certificate is
registered shall be treated as a stockholder of record on and after the
Conversion Date; provided, however, that no surrender of a Security on any date
when the stock transfer books of the Company shall be closed shall be effective
to constitute the Person or Persons entitled to receive the shares of Common
Stock

                                       51

<PAGE>

upon such conversion as the record holder or holders of such shares of Common
Stock on such date, but such surrender shall be effective to constitute the
Person or Persons entitled to receive such shares of Common Stock as the record
holder or holders thereof for all purposes at the close of business on the next
succeeding day on which such stock transfer books are open; such conversion
shall be at the Conversion Price in effect on the date that such Security shall
have been surrendered for conversion, as if the stock transfer books of the
Company had not been closed. Upon conversion of a Security, such Person shall no
longer be a Holder of such Security.

                  (c)      Holders may surrender a Security for conversion by
means of book-entry delivery in accordance with paragraph 8 of the Security and
the regulations of the applicable book-entry facility.

                  (d)      No payment or adjustment will be made for dividends
on, or other distributions with respect to, any Common Stock except as provided
in this Article 10. On conversion of a Security, accrued but unpaid interest
attributable to the period from the most recent Interest Payment Date through
the Conversion Date, with respect to the converted Security shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares) in exchange for the
Security being converted pursuant to the provisions hereof; and the fair market
value of such shares of Common Stock (together with any such cash payment in
lieu of fractional shares) shall be treated as issued, to the extent thereof,
first in exchange for accrued and unpaid interest through the Conversion Date,
and the balance, if any, of such fair market value of such Common Stock (and any
such cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being converted pursuant to the provisions hereof. Notwithstanding
the foregoing, accrued and unpaid interest will be payable upon conversion of
Securities made concurrently with or after acceleration of Securities following
an Event of Default.

                  (e)      If the Holder converts more than one Security at the
same time, the number of shares of Common Stock issuable upon conversion shall
be based on the aggregate Principal Amount of the Securities converted.

                  (f)      Subject to the satisfaction of the requirements for
conversion set forth in paragraph 8 of the Security and subject to the
provisions of Section 3.08 and Section 3.15(b) relating to the withdrawal of a
Repurchase Notice or Change in Control Repurchase Exercise Notice, as the case
may be, (i) a Security surrendered for conversion pursuant to the provisions
under the caption "Conversion Based on the Price of the Common Stock" set forth
in paragraph 8 of the Security may be surrendered for conversion until the close
of business on the Business Day immediately preceding the Stated Maturity, (ii)
a Security being called for redemption may be surrendered for conversion at any
time prior to the close of business on the Business Day immediately preceding
the Redemption Date, even if it is not otherwise convertible at such time, and
(iii) a Security surrendered for conversion based on the provisions under the
caption "Conversion Based on the Trading Price of Securities" set forth in
paragraph 8 of the Security may be surrendered for conversion only on the dates
specified therein, (iv) a Security surrendered for conversion based on the
provisions under the caption "Conversion Upon Certain Distributions" set forth
in paragraph 8 of the Security may be surrendered for conversion only on the
dates specified therein, and (v) a Security surrendered for conversion based on
the provision

                                       52

<PAGE>

under the caption "Conversion Upon Occurrence of Certain Corporate Transactions"
set forth in paragraph 8 of the Security may be surrendered for conversion at
any time from and after the date which is 15 days prior to the anticipated
effective date of such transaction until 15 days after the actual date of such
transaction, and if such day is not a Business Day, the next occurring Business
Day following such day.

                  (g)      Upon surrender of a Security that is converted in
part, the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder, a new Security in an authorized denomination equal in Principal
Amount to the unconverted portion of the Security surrendered.

                  SECTION 10.03. Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined, to the
nearest 1/1,000th of a share, by multiplying the per share Closing Sale Price of
the Common Stock, on the last Trading Day prior to the Conversion Date, by the
fractional amount and rounding the product to the nearest whole cent.

                  SECTION 10.04. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon the conversion.
However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name and any
income tax which is imposed on the Holder as a result of the conversion. The
Conversion Agent may refuse to deliver the certificates representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude the Company from any tax withholding or directing the withholding
of any tax required by law or regulations.

                  SECTION 10.05. Company to Provide Stock. (a) The Company
shall, prior to issuance of any Securities under this Article 10, and from time
to time as may be necessary, reserve out of its authorized Common Stock that is
not outstanding a sufficient number of shares of Common Stock to permit the
conversion of the Securities.

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

                  SECTION 10.06. Adjustment of Initial Conversion Price. The
Conversion Price shall be subject to adjustments, calculated by the Company,
from time to time as follows:

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

                                       53

<PAGE>

                  (i)      the numerator of which shall be the number of shares
         of Common Stock outstanding at the close of business on the Record Date
         (as defined in Section 10.06(g)) fixed for such determination, and

                  (ii)     the denominator of which shall be the sum of such
         number of shares referenced in clause (i) immediately above and the
         total number of shares constituting such dividend or other
         distribution.

                  Such reduction shall become effective immediately after the
opening of business on the day following the Record Date for such dividend or
other distribution. If any dividend or distribution of the type described in
this Section 10.06(a) is declared but not so paid or made, the Conversion Price
shall again be adjusted to the Conversion Price which would then be in effect if
such dividend or distribution had not been declared.

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

                  (c)      In case the Company shall issue rights or warrants
(other than any rights or warrants referred to in Section 10.06(d)) to all
holders of its outstanding shares of Common Stock entitling them to subscribe
for or purchase shares of Common Stock (or securities convertible into Common
Stock) at a price per share (or having a conversion price per share) less than
the Current Market Price (as defined in Section 10.06(g)) on the Record Date
fixed for the determination of stockholders entitled to receive such rights or
warrants, the Conversion Price shall be adjusted so that the same shall equal
the price determined by multiplying the Conversion Price in effect at the
opening of business on the date after such Record Date by a fraction:

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

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

                  Such adjustment shall become effective immediately after the
opening of business on the day following the Record Date fixed for determination
of stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock (or securities convertible into

                                       54

<PAGE>

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

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

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

                  (y)      are not exercisable; and

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

shall be deemed not to have been distributed (and no adjustment to the
Conversion Price will be required) until the occurrence of the earliest Trigger
Event. If such right or warrant is subject to subsequent events, upon the
occurrence of which such right or warrant shall become exercisable to purchase
different securities, evidences of indebtedness or other assets or entitle the
holder to purchase a different number or amount of the foregoing or to purchase
any of the foregoing at a different purchase price, then the occurrence of each
such event shall be deemed to be the date of issuance and Record Date with
respect to a new right or warrant (and a termination or expiration of the
existing right or warrant without exercise by the holder thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto, that resulted in an adjustment to the Conversion
Price:

                  (1)      in the case of any such rights or warrants which
         shall all have been redeemed or repurchased without exercise by any
         holders thereof, the Conversion Price shall be readjusted upon such
         final redemption or repurchase to give effect to such distribution or
         Trigger Event, as the case may be, as though it were a cash
         distribution, equal to the per share redemption or repurchase price
         received by a holder of Common Stock with respect to such rights or
         warrant (assuming such holder had retained such rights or warrants),
         made to all holders of Common Stock as of the date of such redemption
         or repurchase, and

                                       55

<PAGE>

                  (2)      in the case of such rights or warrants all of which
         shall have expired or been terminated without exercise, the Conversion
         Price shall be readjusted as if such rights and warrants had never been
         issued.

                  (d)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its indebtedness,
securities or capital stock (including dividends or other distributions of
shares of capital stock of any class or series, or similar equity interest, of
or relating to a subsidiary or other business unit of the Company), cash or
other assets, excluding (1) any dividend or distribution to which Section
10.06(a) applies, (2) any rights or warrants referred to in Section 10.06(c),
(3) any stock, securities or other property or assets (including cash)
distributed in connection with a reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance to
which Section 10.06(b) or Section 10.09 of this Indenture applies and (4)
dividends and distributions paid exclusively in cash, then, in each such case,
unless otherwise provided in this Section 10.06(d), the Conversion Price shall
be reduced so that the same shall be equal to the price determined by
multiplying the Conversion Price in effect immediately prior to the close of
business on the Record Date (as defined in Section 10.06(g)) with respect to
such distribution by a fraction:

                  (i)      the numerator of which shall be the Current Market
         Price (determined as provided in Section 10.06(g)) on such date less
         the fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive and set forth in a Board Resolution
         filed with the Trustee) on such date of the portion of the evidence of
         indebtedness, security, capital stock, cash or other assets so
         distributed applicable to one share of Common Stock (determined on the
         basis of the number of shares of the Common Stock outstanding on the
         Record Date), and

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

Such reduction shall become effective immediately prior to the opening of
business on the day following the Record Date for such dividend or other
distribution. However, in the event that the then fair market value (as so
determined) of the portion of the assets so distributed applicable to one share
of Common Stock is equal to or greater than the Current Market Price on the
Record Date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each Holder shall have the right to receive upon conversion of a
Note (or any portion thereof) the amount of assets such Holder would have
received had such Holder converted such Note (or portion thereof) immediately
prior to such Record Date. In the event that such dividend or distribution is
not so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared except that, with respect to any dividend or distribution
consisting of Capital Stock of any class or series, or similar equity interests,
of or relating to a Subsidiary or other business unit of the Company that is
listed or quoted on the New York Stock Exchange or other national or regional
exchange or market, such reduction will be effective immediately prior to the
opening of business on the day following the determination of the fair market
value of such securities as provided in Section 10.06(g).

                  (e)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed upon a reclassification,

                                       56

<PAGE>

change, merger, consolidation, statutory share exchange, combination, sale or
conveyance to which Section 10.09 of this Indenture applies or as part of a
distribution referred to in Section 10.06(d) of this Indenture), in an aggregate
amount that, combined together with:

                  (1)      the aggregate amount of any other such distributions
         to all holders of Common Stock made exclusively in cash within the 12
         months preceding the date of payment of such distribution, and in
         respect of which no adjustment pursuant to this Section 10.06(e) has
         been made, and

                  (2)      the aggregate of any cash plus the fair market value
         (as determined by the Board of Directors, whose determination shall be
         conclusive and set forth in a Board Resolution filed with the Trustee)
         of consideration payable in respect of any tender offer by the Company
         or any of its Subsidiaries for all or any portion of the Common Stock
         concluded within the 12 months preceding the date of such distribution,
         and in respect of which no adjustment pursuant to Section 10.06(f) of
         this Indenture has been made,

exceeds 12.5% of the product of the Current Market Price (determined as provided
in Section 10.06(g)) on the Record Date with respect to such distribution times
the number of shares of Common Stock outstanding on such date, then and in each
such case, unless otherwise provided in this Section 10.06(e), immediately after
the close of business on such date, the Conversion Price shall be reduced so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the close of business on such Record Date
by a fraction:

                  (i)      the numerator of which shall be equal to the Current
         Market Price on the Record Date less an amount equal to the quotient of
         (x) the excess of such combined amount over such 12.5% divided by (y)
         the number of shares of Common Stock outstanding on the Record Date,
         and

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

                  However, in the event that the excess of such combined amount
over such 12.5% applicable to one share of Common Stock is equal to or greater
than the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion of a Note (or any portion thereof) the amount
of cash such Holder would have received had such Holder converted such Note (or
portion thereof) immediately prior to such Record Date. In the event that such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared.

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

                                       57

<PAGE>

whose determination shall be conclusive and set forth in a Board Resolution)
that combined together with:

                  (1)      the aggregate of the cash plus the fair market value
         (as determined by the Board of Directors, whose determination shall be
         conclusive and set forth in a Board Resolution filed with the Trustee),
         as of the expiration of such tender offer, of consideration payable in
         respect of any other tender offers, by the Company or any of its
         Subsidiaries for all or any portion of the Common Stock expiring within
         the 12 months preceding the expiration of such tender offer and in
         respect of which no adjustment pursuant to this Section 10.06(f) has
         been made, and

                  (2)      the aggregate amount of any distributions to all
         holders of the Common Stock made exclusively in cash within 12 months
         preceding the expiration of such tender offer and in respect of which
         no adjustment pursuant to Section 10.06(e) has been made,

exceeds 12.5% of the product of the Current Market Price (determined as provided
in Section 10.06(g)) as of the last time (the "Expiration Time") tenders could
have been made pursuant to such tender offer (as it may be amended) multiplied
by the number of shares of Common Stock outstanding (including any tendered
shares) at the Expiration Time, then, and in each such case, immediately prior
to the opening of business on the day after the date of the Expiration Time, the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
close of business on the date of the Expiration Time by a fraction:

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

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

                  Such reduction (if any) shall become effective immediately
prior to the opening of business on the day following the Expiration Time. In
the event that the Company is obligated to purchase shares pursuant to any such
tender offer, but the Company is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the Conversion
Price shall again be adjusted to be the Conversion Price which would then be in
effect if such tender offer had not been made. If the application of this
Section 10.06(f) to any tender offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender offer under this
Section 10.06(f). Notwithstanding the foregoing, purchases pursuant to a stock
buyback program shall not constitute a tender offer for such purposes.

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<PAGE>

                  (g)      For purposes of this Section 10.06, the following
terms shall have the meanings indicated:

                  (i)      "Current Market Price" means the average of the daily
         Closing Prices per share of Common Stock for the five consecutive
         Trading Days selected by the Company commencing not more than 10
         Trading Days before, and ending not later than, the earlier of the day
         in question and the day before the "ex" date with respect to the
         issuance or distribution requiring such computation. For purposes of
         this paragraph, the term "ex" date, when used with respect to any
         issuance or distribution, means the first date on which the Common
         Stock trades regular way on the applicable securities exchange or in
         the applicable securities market without the right to receive such
         issuance or distribution.

                  (ii)     "fair market value" means the amount which a willing
         buyer would pay a willing seller in an arm's length transaction;
         provided that, for purposes of Section 10.06(d), with respect to any
         dividend or distribution consisting of Capital Stock of any class or
         series, or similar equity interests, of or relating to a Subsidiary or
         other business unit of the Company that is listed or quoted on the New
         York Stock Exchange or other national or regional stock exchange or
         market, "fair market value" shall mean the number of securities
         distributed in respect of each share of Common Stock multiplied by the
         average of the Closing Sale Prices of those securities distributed for
         the ten (10) Trading Days commencing on and including the fifth Trading
         Day after the date on which "ex-dividend trading" commences for such
         dividend or distribution on the New York Stock Exchange or other
         national or regional exchange or market on which such securities are
         then listed or quoted.

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

                  (h)      The Company may make such reductions in the
Conversion Price, in addition to those required by Sections 10.06(a), (b), (c),
(d), (e) or (f) as the Board of Directors considers to be advisable to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

                  To the extent permitted by applicable law, the Company from
time to time may reduce the Conversion Price by any amount. Whenever the
Conversion Price is reduced pursuant to the preceding sentence, the Company
shall mail to the Trustee and each Holder at the address of such Holder as it
appears in the Register a notice of the reduction, and such notice shall state
the reduced Conversion Price and the period during which it will be in effect.

                  (i)      No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in such price; provided,

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<PAGE>

however, that any adjustments which by reason of this Section 10.06(i) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article 10 shall be made by
the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be. No adjustment need be made for a
change in the par value or no par value of the Common Stock. To the extent the
Notes become convertible into the right to receive cash, no adjustment need be
made thereafter as to the cash. Interest shall not accrue on the cash.

                  (j)      In any case in which this Section 10.06 provides that
an adjustment shall become effective immediately after a Record Date for an
event, the Company may defer until the occurrence of such event (i) issuing to
the Holder of any Note converted after such Record Date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (ii) paying to such Holder any amount in cash in lieu of any
fraction pursuant to Section 10.03 of this Indenture.

                  (k)      For purposes of this Section 10.06, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company, other than Common Stock issued in
respect of Common Stock.

                  (l)      If the distribution date for the rights provided in
the Company's rights agreement, if any, occurs prior to the date a Note is
converted, the Holder of the Note who converts such Note after the distribution
date shall not be entitled to receive the rights that would otherwise be
attached (but for the date of conversion) to the shares of Common Stock received
upon such conversion (unless the Company elects to issue such rights to such
Holder); provided, however, that an adjustment shall be made to the Conversion
Price pursuant to clause 10.06(c) as if the rights were being distributed to the
common stockholders of the Company immediately prior to such conversion (unless
the Company elects to issues such rights to such Holder). If such an adjustment
is made and the rights are later redeemed, invalidated or terminated, then a
corresponding reversing adjustment shall be made to the Conversion Price, on an
equitable basis, to take account of such event.

                  SECTION 10.07. Notice of Adjustments. Whenever the Conversion
Price is adjusted as herein provided (other than in the case of an adjustment
pursuant to the second paragraph of Section 10.04(h) for which the notice
required by such paragraph has been provided), the Company shall promptly file
with the Trustee and the Conversion Agent if other than the Trustee an Officer's
Certificate setting forth the adjusted Conversion Price and showing in
reasonable detail the facts upon which such adjustment is based. Promptly after
delivery of such Officer's Certificate, the Company shall prepare a notice
stating that the Conversion Price has been adjusted and setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Register within 20 days of the effective date of
such adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.

                                       60

<PAGE>

                  SECTION 10.08. Notice of Certain Transactions. If:

                  (a)      the Company takes any action that would require an
adjustment in the Conversion Price pursuant to Sections 10.06(a), (b), (c), (d),
(e) or (f); or

                  (b)      the Company takes any action that would require a
supplemental indenture pursuant to Section 10.09; or

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

                  then the Company shall mail to Securityholders and file with
the Trustee and the Conversion Agent a notice stating the proposed record date
for a dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. The Company shall file and mail the notice
at least 15 days before such date. Failure to file or mail the notice or any
defect in it shall not affect the validity of the transaction.

                  SECTION 10.09. Reorganization of Company; Special
Distributions. If the Company is a party to a transaction subject to Article 5
(other than a sale of all or substantially all of the assets of the Company in a
transaction in which the holders of Common Stock immediately prior to such
transaction do not receive securities, cash, property or other assets of the
Company or any other Person) or a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock, the Person obligated to
deliver securities, cash or other assets upon conversion of Securities shall
enter into a supplemental indenture. If the issuer of securities deliverable
upon conversion of Securities is an Affiliate of the successor Company, that
issuer shall join in the supplemental indenture.

                  The supplemental indenture shall provide that the Holder of a
Security may convert it into the kind and amount of securities, cash or other
assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange or transfer if such Holder had
converted the Security immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder (i) was not a constituent
Person or an Affiliate of a constituent Person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 10. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

                  If any such transaction constitutes a Change in Control, the
Notes shall cease to be convertible after the fifteenth day following the
transaction giving rise to such Fundamental Change.

                  If this Section applies, none of Section 10.06(a), Section
10.06(b) or Section 10.06(c) applies.

                  If the Company makes a distribution to all holders of its
Common Stock of any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company that would otherwise result in an
adjustment in the Conversion Price pursuant to the

                                       61

<PAGE>

provisions of Section 10.06(d), then, from and after the record date for
determining the holders of Common Stock entitled to receive the distribution, a
Holder of a Security that converts such Security in accordance with the
provisions of this Indenture shall upon such conversion be entitled to receive,
in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

                  SECTION 10.10. Company Determination Final. Any determination
that the Company or the Board of Directors must make pursuant to Section 10.03,
Section 10.06, Section 10.09 or Section 10.12 is conclusive.

                  SECTION 10.11. Trustee's Adjustment Disclaimer. The Trustee
has no duty to determine when an adjustment under this Article 10 should be
made, how it should be made or what it should be. The Trustee has no duty to
determine whether a supplemental indenture under Section 10.09 need be entered
into or whether any provisions of any supplemental indenture are correct. The
Trustee shall not be accountable for and makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company's failure to
comply with this Article 10. Each Conversion Agent (other than the Company or an
Affiliate of the Company) shall have the same protection under this Section
10.11 as the Trustee.

                  SECTION 10.12. Successive Adjustments. After an adjustment to
the Conversion Price under this Article 10, any subsequent event requiring an
adjustment under this Article 10 shall cause an adjustment to the Conversion
Price as so adjusted.

                  SECTION 10.13. Company's Right to Elect to Pay Cash or Common
Stock. In lieu of delivery of Common Stock upon notice of conversion of any
Securities, the Company may elect to pay holders surrendering Securities an
amount in cash per $1,000 Principal Amount per Security equal to the average of
the Closing Sale Prices of Common Stock for the five consecutive Trading Days
immediately following either (a) the date of notice of election to deliver cash
as described below if the Company has not given notice of redemption, or (b) the
conversion date, in the case of conversion following the notice of redemption
specifying that the Company intends to deliver cash upon conversion, in either
case multiplied by the Conversion Price in effect on that date. The Company will
inform the holders through the Trustee no later than two Business Days following
the Conversion Date of its election to deliver shares of Common Stock or to pay
cash in lieu of delivery of Common Stock, unless the Company has already
informed holders of its election in connection with its optional redemption of
the Securities pursuant to Section 3.01 herein. If the Company elects to deliver
all of such payment in Common Stock, the Common Stock will be delivered through
the Conversion Agent no later than the fifth Business Day following the
Conversion Date. If the Company elects to pay all or a portion of such payment
in cash, the payment, including any delivery of Common Stock, will be made to
holders surrendering Securities no later than the tenth Business Day following
the applicable Conversion Date. If an Event of Default (other than a default in
a cash payment upon conversion of the Securities) has occurred and is
continuing, the Company may not pay cash upon conversion of any Security or
portion of a Security (other than cash for fractional shares).

                                       62

<PAGE>

                                   ARTICLE XI

                               PAYMENT OF INTEREST

                  SECTION 11.01. Interest Payments. Interest on any Security
that is payable, and is punctually paid or duly provided for, on any applicable
payment date shall be paid to the person in whose name that Security is
registered at the close of business on the Regular Record Date or accrual date,
as the case may be, for such interest at the office or agency of the Company
maintained for such purpose. Each installment of semiannual interest on any
Security shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States, if the Trustee shall have received
proper wire transfer instructions from such payee not later than the related
Regular Record Date or accrual date, as the case may be, or, if no such
instructions have been received, by check drawn on a bank in New York City
mailed to the payee at its address set forth on the Registrar's books. In the
case of a permanent Global Security, semiannual interest payable on any
applicable payment date will be paid to the Depositary, with respect to that
portion of such permanent Global Security held for its account by Cede & Co. for
the purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

                  SECTION 11.02. Defaulted Interest. Except as otherwise
specified with respect to the Securities, any interest on any Security that is
payable, but is not punctually paid or duly provided for, within 30 days
following any applicable payment date (herein called "Defaulted Interest", which
term shall include any accrued and unpaid interest that has accrued on such
defaulted amount in accordance with paragraph 1 of the Securities), shall
forthwith cease to be payable to the registered Holder thereof on the relevant
Regular Record Date or accrual date, as the case may be, by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the persons in whose names the Securities are
         registered at the close of business on a special record date for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         and the date of the proposed payment (which shall not be less than 20
         days after such notice is received by the Trustee), and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit on or prior to the date of the proposed
         payment, such money when deposited to be held in trust for the benefit
         of the persons entitled to such Defaulted Interest as in this clause
         provided. Thereupon the Trustee shall fix a special record date (the
         "Special Record Date") for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Securities at his address as it appears on the list of
         Securityholders maintained

                                       63

<PAGE>

         pursuant to Section 2.05 not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the persons in whose names the
         Securities are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

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

                  SECTION 11.03. Interest Rights Preserved. Subject to the
foregoing provisions of this Article 11 and Section 2.06, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to quarterly
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 12.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies, or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 12.02. Notices. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or delivery by courier guaranteeing overnight delivery or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

                  if to the Company:

                       Continental Airlines, Inc.
                       2700 Lone Oak Parkway
                       Eagan, Minnesota 55121
                       Attention: Chief Financial Officer
                       Fax: (713) 324-5931
                       Attention: General Counsel
                       Fax: (713) 324-5161

                       with a copy of any notice given pursuant to Article 6 to:

                       Vinson & Elkins LLP
                       2300 First Tower City
                       1001 Fannin Street

                                       64

<PAGE>

                       Houston, Texas 77002
                       Attention: Kevin Lewis
                       Fax: (713) 615-5967

                  if to the Trustee:

                       Bank One, N.A.
                       1111 Polaris Parkway, Suite OH1-0181
                       Columbus, Ohio 43215
                       Attention: Corporate Trust Administration
                       Fax: 614-248-5195

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

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

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

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

                  SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

                  SECTION 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 if
reasonably requested:

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

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

                  SECTION 12.05. Statements Required in Certificate or Opinion.
Each Officer's Certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include to the
extent required by the Trustee:

                                       65

<PAGE>

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

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

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

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

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

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

                  SECTION 12.08. Legal Holidays. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the action shall be taken on the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Securities, no interest shall accrue for the
intervening period.

                  SECTION 12.09. GOVERNING LAW. THE LAWS OF THE STATE OF NEW
YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

                  SECTION 12.10. No Recourse Against Others. A director,
officer, employee, agent, representative, stockholder or equity holder, as such,
of the Company shall not have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

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

                  SECTION 12.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One originally signed copy is
enough to prove this Indenture.

                                       66

<PAGE>

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

                                           CONTINENTAL AIRLINES INC.

                                           By:   /S/ Jennifer L. Vogel
                                               ---------------------------------
                                               Name: Jennifer L. Vogel
                                               Title: Vice President and General
                                                      Counsel

                                           BANK ONE, N.A.

                                           By:  /S/ David B. Knox
                                              ----------------------------------
                                               Name: David Knox
                                               Title: Vice President

                                       67

<PAGE>

                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
NOTES REPRESENTED HEREBY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

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

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT)
OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT;
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER
OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS
OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT
IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL

                                     A-1-1

<PAGE>

ISSUANCE OF THIS SECURITY, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT
TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO
THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY,
EXCEPT AS PERMITTED BY THE SECURITIES ACT.

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

                                     A-1-2

<PAGE>

                           CONTINENTAL AIRLINES, INC.
                          5% Convertible Note due 2023

No. A-1                                                       CUSIP: 210795 PH 7
Issue Date: June 10, 2003                          Principal Amount: $__________
Issue Price: $1,000.00
(for each $1,000
Principal Amount)

         CONTINENTAL AIRLINES, INC., a Delaware corporation, for value received,
hereby promises to pay to Cede & Co. or its registered assigns, on June 15,
2023, the principal sum of _______________________ DOLLARS ($________) or such
greater or lesser amount as is indicated on the Schedule of Exchanges attached
hereto.

         Interest Payment Dates: June 15 and December 15, commencing December
         15, 2003 Regular Record Dates: June 1 and December 1

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

                                     A-1-3

<PAGE>

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

Dated: June 10, 2003

                                           CONTINENTAL AIRLINES INC.

                                           By:__________________________________
                                               Name: Jennifer L. Vogel
                                               Title: Vice President and General
                                                      Counsel

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

This is one of the 5% Convertible Notes due 2023 issued under the within-named
Indenture.

Bank One, N.A.,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By:________________________
     Authorized Officer

Dated: June 10, 2003

                                     A-1-4

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]
                          5% Convertible Note due 2023

   1.    Interest.

         The Company promises to pay interest in cash on the Principal Amount of
this Note at the rate of 5% per year from the Issue Date, or from the most
recent date to which interest has been paid or provided for. During such period,
the Company will pay interest semiannually in arrears on each Interest Payment
Date, commencing on December 15, 2003, to Holders of record at the close of
business on each Regular Record Date immediately preceding such Interest Payment
Date. Each payment of interest on the Securities will include interest accrued
through the day immediately preceding the most recent Interest Payment Date (or
the Repurchase Date, Redemption Date, Change in Control Repurchase Date or, in
certain circumstances, the Conversion Date, as the case may be). Any payment
required to be made on any day that is not a Business Day will be made on the
next succeeding Business Day. Interest on the Notes shall be computed on the
basis of a 360-day year of twelve 30-day months.

         If installments of interest due hereon are not paid when due in
accordance with the preceding paragraph, then in each such case the overdue
amount shall, to the extent permitted by law, bear interest at 5% per year, as
the case may be, in effect following the date such overdue amount was due,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand.

         Interest on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Security is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose. Each installment of interest on any Security shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States.

   2.    Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Principal Amount, Redemption Price, Change in
Control Repurchase Price, Repurchase Price and at Stated Maturity to Holders who
surrender Securities to a Paying Agent to collect such payments in respect of
the Securities. In addition, the Company will pay interest from the Issue Date
as more fully described in paragraph 1 hereof. The Company will pay any cash
amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may make
such cash payments by check payable in such money.

   3.    Paying Agent, Conversion Agent and Registrar.

         Initially, Bank One, N.A. (the "Trustee") will act as Paying Agent,
Conversion Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent and

                                     A-1-5

<PAGE>

Registrar or co-registrar without notice, other than notice to the Trustee
except that the Company will maintain at least one Paying Agent in the State of
New York, City of New York, Borough of Manhattan, which shall initially be an
office or agency of the Trustee. The Company or any of its Subsidiaries or any
of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or
co-registrar.

   4.    Indenture.

         The Company issued the Securities pursuant to an Indenture dated as of
June 10, 2003 (the "Indenture"), between the Company and the Trustee. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Securities themselves and the Trust Indenture
Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the TIA for a statement of those terms.

         The Securities are unsecured and unsubordinated obligations of the
Company limited to $175,000,000 aggregate Principal Amount (subject to Section
2.07 of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

   5.    Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. Subject to the terms
and conditions of the Indenture, the Securities are redeemable as a whole, or
from time to time in part, at any time at the option of the Company in
accordance with the Indenture at the Redemption Price, provided that the
Securities are not redeemable prior to June 18, 2010.

         If redeemed at the option of the Company, the Securities will be
redeemed at a price equal to 100% of the Principal Amount (the "Redemption
Price"), plus accrued and unpaid interest.

   6.    Repurchase at the Option of the Holder on Specified Dates.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the Holder, the Securities held
by such Holder on June 15, 2010, June 15, 2013 and June 15, 2018 at a Repurchase
Price equal to 100% of the Principal Amount of such Securities on the applicable
Repurchase Date plus accrued and unpaid interest, if any, to but not including
the Repurchase Date, upon delivery of a Repurchase Notice containing the
information set forth in the Indenture at any time from the opening of business
on the date that is 20 Business Days prior to such Repurchase Date until the
close of business on the third Business Day prior to such Repurchase Date and
upon delivery of the Securities to the Paying Agent by the Holder as set forth
in the Indenture.

         The Repurchase Price may be paid, at the option of the Company, in cash
or by the issuance and delivery of shares of Common Stock of the Company, or in
any combination thereof in accordance with the Indenture.

                                     A-1-6

<PAGE>

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or a portion
of the Securities in integral multiples of $1,000 Principal Amount held by such
Holder no later than 30 Business Days after the occurrence of a Change in
Control of the Company for a Change in Control Repurchase Price equal to 100% of
the Principal Amount of such Securities plus accrued and unpaid cash interest,
if any, to but not including the Change in Control Repurchase Date, which Change
in Control Repurchase Price shall be paid in cash.

         A third party may make the offer and purchase of the Securities in lieu
of the Company in accordance with the Indenture.

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

         If cash (and/or securities if permitted under the Indenture) sufficient
to pay the Repurchase Price or Change in Control Repurchase Price, as the case
may be, of all Securities or portions thereof to be purchased as of the
Repurchase Date or the Change in Control Repurchase Date, as the case may be, is
deposited with the Paying Agent on the Business Day following the Repurchase
Date or the Change in Control Repurchase Date, as the case may be, interest
shall cease to accrue on such Securities (or portions thereof) on such
Repurchase Date or Change in Control Repurchase Date, as the case may be, and
the Holder thereof shall have no other rights as such (other than the right to
receive the Repurchase Price or Change in Control Repurchase Price, as the case
may be, if any, upon surrender of such Security).

   7.    Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the Redemption
Price of, and accrued and unpaid interest, if any, with respect to, all
Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, interest
shall cease to accrue on such Securities (or portions thereof) on such
Redemption Date and the Holder thereof shall have no other rights as such (other
than the right to receive the Redemption Price upon surrender of such Security).
Securities in denominations larger than $1,000 of Principal Amount may be
redeemed in part but only in integral multiples of $1,000 of Principal Amount.

   8.    Conversion.

         Conversion Based on Common Stock Price. Subject to the provisions of
this paragraph 8 and notwithstanding the fact that any other condition to
conversion described below has not been satisfied, Holders may convert the
Securities into Common Stock at any time during or after any fiscal quarter
commencing after June 30, 2003 if the Closing Sale Price of the Common Stock for
at least 20 Trading Days in a period of 30 consecutive Trading Days ending on
the last Trading Day of such preceding fiscal quarter is greater than 120% of
the Conversion Price on the

                                     A-1-7

<PAGE>

last Trading Day of such preceding fiscal quarter. If the foregoing condition is
satisfied, then the Securities will be convertible at any time at the option of
the Holder, through their maturity.

         Conversion Based on Trading Price of Securities. Subject to the
provisions of this paragraph 8 and the exceptions in the paragraph below and
notwithstanding the fact that any other condition to conversion described herein
has not been satisfied, Holders may convert the Securities into Common Stock
during each of the five Business Day period after any five consecutive Trading
Day period in which the Trading Price per $1,000 Principal Amount of the
Securities for each day of such five day period was less than 98% of the product
of the Closing Sale Price on the applicable date and the number of shares of
Common Stock issuable upon conversion of $1,000 Principal Amount of the
Securities (the "Trading Price Condition"). Upon conversion, the Company has the
right to deliver cash or a combination of cash and Common Stock.

         Notwithstanding the foregoing paragraph, if on the date of any
conversion pursuant to the Trading Price Condition that is on or after June 15,
2018, the Closing Sale Price is greater than the Conversion Price, then Holders
will receive, in lieu of Common Stock based on the Conversion Price, cash or
Common Stock or a combination of cash and Common Stock, at our option, with a
value equal to the Principal Amount of such Securities plus accrued and unpaid
interest, as of the Conversion Date ("Principal Value Conversion"). The Company
will notify Holders who surrender their Securities for conversion, if it is a
Principal Value Conversion, by the second Trading Day following the date of
conversion, whether the Company will pay them all or a portion of the Principal
Amount of such Securities plus accrued and unpaid interest in cash, Common Stock
or a combination of cash and Common Stock, and in what percentage. Any Common
Stock delivered upon a Principal Value Conversion will be valued at the greater
of the Conversion Price on the Conversion Date and the Applicable Stock Price as
of the Conversion Date. The Company will pay such Holders any portion of the
Principal Amount plus accrued and unpaid interest to be paid in cash and deliver
Common Stock with respect to any portion of the Principal Amount plus accrued
and unpaid interest to be paid in Common Stock no later than the third Business
Day following the determination of the Applicable Stock Price.

         The "Applicable Stock Price" means, in respect of a date of
determination, the average of the Closing Sales Price per share of Common Stock
over the five Trading Day period starting on the third Trading Day following
such date of determination.

         The "Trading Price" means, on any date, the average of the secondary
market bid quotations for the Securities obtained by the Trustee for $10,000,000
Amount of Securities at approximately 3:30 p.m., New York City time, on such
date from three independent nationally recognized securities dealers selected by
the Company; provided that if at least three such bids cannot reasonably be
obtained by the Trustee, but two bids are obtained, then the average of the two
bids shall be used, and if only one such bid can reasonably be obtained by the
Trustee, one bid shall be used; and provided further that if the Trustee cannot
reasonably obtain at least one bid for $10,000,000 Principal Amount of
Securities from a nationally recognized securities dealer, then the Trading
Price per $1,000 Principal Amount of Securities shall be deemed to be less than
98% of the product of (a) the number of shares of Common Stock issuable upon
conversion of $1,000 Principal Amount of Securities and (b) the Closing Sale
Price on such date.

                                     A-1-8

<PAGE>

         The Trustee (or other conversion agent appointed by the Company) shall
have no obligation to determine the Trading Price unless the Company has
requested such a determination; and the Company shall have no obligation to make
such request unless a holder provides it with reasonable evidence that the
Trading Price per $1,000 Principal Amount of Securities would be less than 98%
of the product of the Closing Sale Price of Common Stock and the number of
shares of Common Stock issuable upon conversion of $1,000 Principal Amount of
Securities. If such evidence is provided, the Company shall instruct the Trustee
(or other conversion agent) to determine the Trading Price of the Securities
beginning on the next Trading Day and on each successive Trading Day until the
Trading Price per $1,000 Principal Amount of Securities is greater than 98% of
the product of the Closing Sale Price and the number of shares issuable upon
conversion of $1,000 Principal Amount of the Securities.

         Conversion upon Redemption. Subject to the provisions of this paragraph
8 and notwithstanding the fact that any other condition described herein to
conversion has not been satisfied, a Holder may convert into Common Stock a
Security or portion of a Security which has been called for redemption pursuant
to paragraph 8 hereof, provided such Securities are surrendered for conversion
prior to the close of business on the Business Day immediately preceding the
Redemption Date.

         Conversion Upon Certain Distributions. Subject to the provisions of
this paragraph 8 and notwithstanding the fact that any other condition to
conversion described herein has not been satisfied, in the event that the
Company declares a dividend or distribution described in Section 10.06(c) of the
Indenture, or a dividend or a distribution described in Section 10.06(d) of the
Indenture where, the fair market value, per share, of such dividend or
distribution per share of Common Stock, as determined in the Indenture, exceeds
12.5% of the Closing Sale Price of the Common Stock on the Business Day
immediately preceding the date of declaration for such dividend or distribution,
the Securities may be surrendered for conversion beginning on the date the
Company gives notice to the Holders of such right, which shall not be less than
20 days prior to the date on which "ex-dividend trading" commences for such
dividend or distribution on the New York Stock Exchange or other national or
regional exchange or market on which the Common Stock is then listed or quoted,
and Securities may be surrendered for conversion at any time thereafter until
the close of business on the Business Day prior to such date on which
ex-dividend trading commences or until the Company announces that such dividend
or distribution will not take place.

         Conversion Upon Occurrence of Certain Corporate Transactions. Subject
to the provisions of this paragraph 8 and notwithstanding the fact that any
other condition described herein to conversion has not been satisfied, in the
event the Company is a party to a consolidation, merger or binding share
exchange pursuant to which the Common Stock would be converted into cash,
securities or other property as set forth in Section 10.09 of the Indenture, the
Securities may be surrendered for conversion at any time from and after the date
which is 15 days prior to the date announced by the Company as the anticipated
effective time until 15 days after the actual effective date of such
transaction, and at the effective time of such transaction the right to convert
a Security into Common Stock will be deemed to have changed into a right to
convert it into the kind and amount of cash, securities or other property which
the holder would have received if the holder had converted its Security into
Common Stock immediately prior to

                                     A-1-9

<PAGE>

the transaction. If such transaction also constitutes a Change in Control, a
Holder will be able to require the Company to repurchase all or a portion of
such Holder's Securities pursuant to paragraph 10 and Section 3.14 of the
Indenture. In addition, if such transaction constitutes a Change in Control, the
Securities will cease to be convertible after the fifteenth day following the
actual effective date of the transaction giving rise to such Change in Control.

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

         The initial Conversion Price is $20.00, subject to adjustment for
certain events described in the Indenture. The Company will deliver cash or a
check in lieu of any fractional share of Common Stock. The ability to surrender
Securities for conversion will expire at the close of business on the Business
Day preceding the Stated Maturity.

         Interest will not be paid on Securities that are converted; provided,
however that, Securities surrendered for conversion during the period from the
close of business on any Regular Record Date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date shall be entitled
to receive such interest payable on such Securities on the corresponding
Interest Payment Date, and Securities surrendered for conversion during such
periods must be accompanied by payment of an amount equal to the interest with
respect thereto that the registered Holder is to receive.

         Subject to the provisions of the Indenture relating to the requirements
for convertibility of a Security, to exercise its conversion right, a Holder
must (1) complete and manually sign the conversion notice (or complete and
manually sign a facsimile of such notice) and deliver such notice to the
Conversion Agent, (2) surrender the Security to the Conversion Agent, (3)
furnish appropriate endorsements and transfer documents if required by the
Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar
taxes, if required.

         A Holder may convert a portion of a Security if the Principal Amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment will be made for dividends on the Common Stock except as provided in
the Indenture. On conversion of a Security, accrued but unpaid interest
attributable to the period from the most recent Interest Payment Date through
the Conversion Date shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through the
delivery of the Common Stock (together with the cash payment, if any, in lieu of
fractional shares) in exchange for the Security being converted pursuant to the
terms hereof; and the fair market value of such shares of Common Stock (together
with any such cash payment in lieu of fractional shares) shall be treated as
issued, to the extent thereof, first in exchange for accrued but unpaid interest
through the Conversion Date, and the balance, if any, of such fair market value
of such Common Stock (and any such cash payment) shall be treated as issued in
exchange for the Issue Price of the Security being converted pursuant to the
provisions hereof.

                                     A-1-10

<PAGE>

         The Conversion Price will be adjusted in certain circumstances as
provided in the indenture.

         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

   9.    Conversion Arrangement on Call for Redemption.

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

   10.   Repurchase Right Upon a Change in Control.

         In the event that a Change in Control shall occur, then each Holder
shall have the right, at the Holder's option, to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's Notes, or any portion of the principal amount thereof that
is equal to $1,000 or any integral multiple of $1,000 in excess thereof, on the
date that is 45 days after the date of the Company Notice at a purchase price
equal to 100% of the principal amount of the Notes to be repurchased plus
interest, if any, accrued and unpaid to the Change in Control Repurchase Date;
provided, however, that installments of interest on Notes whose Stated Maturity
is on or prior to the Change in Control Repurchase Date shall be payable to the
Holders of such Notes, or one or more Predecessor Securities, registered as such
on the relevant Record Date according to their terms and the provisions of
Section 3.14 of the Indenture.

         A notice will be given by or on behalf of the Company to the Holders as
provided in the Indenture. To exercise a repurchase right, a Holder must deliver
to the Trustee a written notice in the form attached to this Note.

   11.   Events of Default and Remedies.

         If an Event of Default with respect to the Securities shall occur and
be continuing, the Principal Amount of all Securities may be declared due and
payable immediately in the manner and with the effect provided in the Indenture.

   12    Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees

                                     A-1-11

<PAGE>

required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Repurchase Notice or Change in Control
Repurchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

   13.   Persons Deemed Owners.

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

   14.   Unclaimed Money or Securities.

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

   15.   Amendments and Waivers.

         The Company and the Trustee may, subject to certain exceptions as
provided in the Indenture, enter into an indenture or indentures supplemental to
the Indenture to add any provisions to or to change or eliminate any provisions
of the Indenture or of any other indenture supplemental thereto or to modify the
rights of the Holders of Notes with the written consent of the Holders of not
less than a majority of the aggregate principal amount of the Notes.

         The Indenture also contains provisions permitting the Holders of a
majority in aggregate Principal Amount of the Notes on behalf of the Holders of
all the Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.

   16.   Trustee Dealings with the Company.

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

                                     A-1-12

<PAGE>

   17.   No Recourse Against Others.

         A director, officer, employee, agent, representative, stockholder or
equity holder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

   18.   Authentication.

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

   19.   Abbreviations.

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

   20.   GOVERNING LAW.

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

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

                  Continental Airlines, Inc.
                  1600 Smith Street, HQS
                  Houston, Texas 77002
                  Attention: Chief Financial Officer

                                     A-1-13

<PAGE>

             ASSIGNMENT FORM                         CONVERSION NOTICE

To assign this Security, fill in the       To convert this Security into Common
form below:                                Stock of the Company, check the box:

I or we assign and transfer this
Security to
____________________________________       To convert only part of this
____________________________________       Security, state the Principal Amount
                                           to be converted (which must be $1,000
                                           or an integral multiple of $1,000):

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

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

(Print or type assignee's name, address    ___________________________________
and zip code)                             (Insert other person's soc. sec. or
and irrevocably appoint                    tax ID no.)
                                           _____________________________________
                                           _____________________________________
                                           _____________________________________
_____________________ agent to transfer    _____________________________________
this Security on the books of the          (Print or type other person's name,
Company. The agent may substitute          address and zip code)
another to act for him.

_______________________________________

                                     A-1-14

<PAGE>

_______________________________________

Date: _____________________ Your Signature:_____________________________________

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

                                     A-1-15

<PAGE>

                              SCHEDULE OF EXCHANGES

                  The following exchanges, redemptions, repurchases or
conversions of a part of this Global Security for Certificated Securities have
been made:

<TABLE>
<CAPTION>
                                                                      Principal Amount of this   Signature of
                      Amount of decrease in   Amount of increase in        Global Security        authorized
                       Principal Amount of'    Principal Amount of    Following such decrease    signatory of
Date of Transaction    this Global Security    this Global Security        (or increase)            Trustee
-------------------   ---------------------   ---------------------   ------------------------   ------------
<S>                   <C>                     <C>                     <C>                        <C>
</TABLE>

                                     A-1-16

<PAGE>

                                   EXHIBIT A-2

                         [FORM OF CERTIFICATED SECURITY]

         [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT)
OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT;
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER
OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS
OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT
IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT
TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO
THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY,
EXCEPT AS PERMITTED BY THE SECURITIES ACT.

                                     A-2-1

<PAGE>

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

                                     A-2-2

<PAGE>

                           CONTINENTAL AIRLINES, INC.
                          5% Convertible Note due 2023

No. A-2                                                       CUSIP: 210795 PH 7
Issue Date: June 10, 2003                         principal amount: $___________
Issue Price: $1,000.00
(for each $1,000
Principal Amount)

         CONTINENTAL AIRLINES, INC., a Delaware corporation, for value received,
hereby promises to pay to ________________or its registered assigns, on June 15,
2023, the principal sum of _______________________ DOLLARS ($________).

         Interest Payment Dates: June 15 and December 15, commencing December
         15, 2003 Regular Record Dates: June 1 and December 1

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

                                     A-2-3

<PAGE>

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

Dated:

                                           CONTINENTAL AIRLINES INC.

                                           By: _____________________________
                                               Name:
                                               Title:

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

BANK ONE, N.A.,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By:________________________
      Authorized Officer

Dated:

                                     A-2-4

<PAGE>

       [FORM OF REVERSE SIDE OF CERTIFICATED SECURITY IS THE SAME AS THE
                    FORM OF REVERSE SIDE OF GLOBAL SECURITY]

                                     A-2-5

<PAGE>

                                    EXHIBIT B

                              Transfer Certificate

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

         -        The Transfer of the Surrendered Securities is made to the
                  Company or any subsidiaries; or

         -        The Transfer of the Surrendered Securities complies with Rule
                  144A under the Securities Act; or

         -        The Transfer of the Surrendered Securities is to an
                  institutional accredited investor, as described in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act; or

The Transfer of the Surrendered Securities is pursuant to an effective
registration statement under the Securities Act, or

The Transfer of the Surrendered Securities is pursuant to an offshore
transaction in accordance with Rule 904 under the Securities Act; or

The Transfer of the Surrendered Securities is pursuant to another available
exemption from the registration requirement of the Securities Act.

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

         -        The transferee is an Affiliate of the Company.

DATE: _____________                        _____________________________________
                                                        Signature(s)

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

                                      B-1