<PAGE>

                                                                    EXHIBIT 4.06





                           WABASH NATIONAL CORPORATION

                     3.25% Convertible Senior Notes due 2008

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

                                    INDENTURE

                           Dated as of August 1, 2003

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

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                     TRUSTEE

                           --------------------------
<PAGE>
<TABLE>
<S>                                                                           <C>
                                    ARTICLE 1
             Definitions and Other Provisions of General Application

Section 1.01.  Definitions.....................................................1
Section 1.02.  Other Definitions...............................................7
Section 1.03.  Incorporation by Reference of Trust Indenture Act...............9
Section 1.04.  Rules of Construction...........................................9
Section 1.05.  Acts of Holders................................................10

                                    ARTICLE 2
                                    The Notes

Section 2.01.  Designation Amount and Issue of Notes..........................11
Section 2.02.  Form of Notes..................................................11
Section 2.03.  Execution and Authentication...................................12
Section 2.04.  Note Registrar, Paying Agent and Conversion Agent..............13
Section 2.05.  Paying Agent to Hold Money and Notes in Trust..................13
Section 2.06.  Noteholder Lists...............................................14
Section 2.07.  Transfer and Exchange; Restrictions on Transfer; Depositary....14
Section 2.08.  Replacement Notes..............................................25
Section 2.09.  Outstanding Notes; Determination of Holders' Action............26
Section 2.10.  Temporary Notes................................................27
Section 2.11.  Cancellation...................................................27
Section 2.12.  Persons Deemed Owners..........................................28
Section 2.13.  CUSIP Numbers..................................................28
Section 2.14.  Default Interest...............................................28

                                    ARTICLE 3
                       Repurchase Upon a Change of Control

Section 3.01.  No Optional Redemption.........................................28
Section 3.02.  Repurchase of Notes at Option of the Holder upon Change of
               Control........................................................29
Section 3.03.  Effect of Change of Control Repurchase Notice..................34
Section 3.04.  Deposit of Change of Control Repurchase Price..................35
Section 3.05.  Notes Purchased in Part........................................36
Section 3.06.  Covenant to Comply with Securities Laws upon Purchase of
               Notes..........................................................36
Section 3.07.  Repayment to the Company.......................................36

                                    ARTICLE 4
                                    Covenants

Section 4.01.  Payment of Principal, Premium, Interest on the Notes...........37
Section 4.02.  Reports by the Company.........................................37
Section 4.03.  Compliance Certificate.........................................38
Section 4.04.  Further Instruments and Acts...................................38
Section 4.05.  Maintenance of Office or Agency................................38
</TABLE>
<PAGE>
<TABLE>
<S>                                                                           <C>
Section 4.06.  Delivery of Certain Information................................38
Section 4.07.  Existence......................................................39
Section 4.08.  Maintenance of Properties......................................39
Section 4.09.  Payment of Taxes and Other Claims..............................39
Section 4.10.  Liquidated Damages Notice......................................40

                                    ARTICLE 5
                              Successor Corporation

Section 5.01.  When Company May Merge or Transfer Assets......................40

                                    ARTICLE 6
                              Defaults and Remedies

Section 6.01.  Events of Default..............................................41
Section 6.02.  Acceleration...................................................44
Section 6.03.  Other Remedies.................................................44
Section 6.04.  Waiver of Past Defaults........................................45
Section 6.05.  Control by Majority............................................45
Section 6.06.  Limitation on Suits............................................45
Section 6.07.  Rights of Holders To Receive Payment...........................46
Section 6.08.  Collection Suit by Trustee.....................................46
Section 6.09.  Trustee May File Proofs of Claim...............................46
Section 6.10.  Priorities.....................................................47
Section 6.11.  Undertaking for Costs..........................................47
Section 6.12.  Waiver of Stay, Extension or Usury Laws........................48

                                    ARTICLE 7
                                     Trustee

Section 7.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default...............................................48
Section 7.02.  Certain Rights of the Trustee..................................49
Section 7.03.  Trustee Not Responsible for Recitals, Dispositions of Notes
               or Application of Proceeds Thereof.............................51
Section 7.04.  Trustee and Agents May Hold Notes; Collections, etc............51
Section 7.05.  Moneys Held by Trustee.........................................51
Section 7.06.  Compensation and Indemnification of Trustee and its Prior
               Claim..........................................................51
Section 7.07.  Right of Trustee to Rely on Officers' Certificate, etc.........52
Section 7.08.  Conflicting Interests..........................................53
Section 7.09.  Persons Eligible for Appointment as Trustee....................53
Section 7.10.  Resignation and Removal; Appointment of Successor Trustee......53
Section 7.11.  Acceptance of Appointment by Successor Trustee.................54
Section 7.12.  Merger, Conversion, Consolidation or Succession to Business
               of Trustee.....................................................55
Section 7.13.  Preferential Collection of Claims Against the Company..........56
Section 7.14.  Reports by the Trustee.........................................56
Section 7.15.  Trustee to Give Notice of Default, but May Withhold in
               Certain Circumstances..........................................56
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>                                                                           <C>
                                    ARTICLE 8
                             Discharge of Indenture

Section 8.01.  Discharge of Indenture.........................................57
Section 8.02.  [Intentionally Omitted]........................................57
Section 8.03.  Paying Agent to Repay Monies Held..............................57
Section 8.04.  Return of Unclaimed Monies.....................................57

                                    ARTICLE 9
                             Supplemental Indentures

Section 9.01.  Without Consent of Holders.....................................58
Section 9.02.  With Consent of Holders........................................58
Section 9.03.  Compliance with Trust Indenture Act............................59
Section 9.04.  Revocation and Effect of Consents, Waivers and Actions.........60
Section 9.05.  Notation on or Exchange of Notes...............................60
Section 9.06.  Trustee to Sign Supplemental Indentures........................60
Section 9.07.  Effect of Supplemental Indentures..............................60

                                   ARTICLE 10
                                   Conversion

Section 10.01. Conversion Right and Conversion Price..........................61
Section 10.02. Exercise of Conversion Right...................................61
Section 10.03. Fractions of Shares............................................62
Section 10.04. Adjustment of Conversion Price.................................62
Section 10.05. Notice of Adjustments of Conversion Price......................73
Section 10.06. Notice Prior to Certain Actions................................73
Section 10.07. Company to Reserve Common Stock................................74
Section 10.08. Taxes on Conversions...........................................74
Section 10.09. Covenant as to Common Stock....................................74
Section 10.10. Cancellation of Converted Notes................................75
Section 10.11. Effect of Reclassification, Consolidation, Merger or Sale......75
Section 10.12. Responsibility of Trustee for Conversion Provisions............76

                                  ARTICLE 11
                                 Miscellaneous

Section 11.01. Trust Indenture Act Controls...................................77
Section 11.02. Notices........................................................77
Section 11.03. Communication by Holders with Other Holders....................78
Section 11.04. Certificate and Opinion as to Conditions Precedent.............79
Section 11.05. Statements Required in Certificate or Opinion..................79
Section 11.06. Separability Clause............................................79
Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and Note
               Registrar......................................................79
</TABLE>


                                       3
<PAGE>
<TABLE>
<S>                                                                           <C>
Section 11.08. Legal Holidays.................................................79
Section 11.09. GOVERNING LAW..................................................80
Section 11.10. No Recourse Against Others.....................................80
Section 11.11. Successors.....................................................80
Section 11.12. Benefits of Indenture..........................................80
Section 11.13. Table of Contents, Heading, Etc...............................80
Section 11.14. Authenticating Agent...........................................80
Section 11.15. Execution in Counterparts......................................81


EXHIBITS

Exhibit A      Form of Global Note
Exhibit B-1    Transfer Certificate

Exhibit B-2    Form of Letter to Be Delivered by Institutional Accredited
               Investors
</TABLE>


                                       4
<PAGE>
                             CROSS REFERENCE TABLE*


<TABLE>
<CAPTION>
TIA SECTION                                                 INDENTURE SECTION
<S>                                                       <C>
310(a)(1)..................................                        7.09
      (a)(2)...............................                        7.09
      (a)(3)...............................                        N.A.
      (a)(4)...............................                        N.A.
      (a)(5)...............................                        7.09
      (b)..................................               7.08; 7.09; 7.10; 7.11
      (c)..................................                        N.A.
311(a).....................................                        7.13
      (b)..................................                        7.13
      (c)..................................                        N.A.
312(a).....................................                        2.06
      (b)..................................                       11.03
      (c)..................................                       11.03
313(a).....................................                      7.14(a)
      (b)(1)...............................                      7.14(a)
      (b)(2)...............................                      7.14(a)
      (c)..................................                       11.02
      (d)..................................                      7.14(b)
314(a).....................................                 4.02; 4.03; 11.02
      (b)..................................                        N.A.
      (c)(1)...............................                       11.04
      (c)(2)...............................                       11.04
      (c)(3)...............................                        N.A.
      (d)..................................                        N.A.
      (e)..................................                       11.05
      (f)..................................                        N.A.
315(a).....................................                        7.01
      (b)..................................                    7.15; 11.02
      (c)..................................                        7.01
      (d)..................................                        7.01
      (e)..................................                        6.11
316(a) (last sentence).....................                        2.09
      (a)(1)(A)............................                        6.05
</TABLE>
<PAGE>
<TABLE>
<Caption>
                TIA SECTION                                  INDENTURE SECTION
<S>                                                       <C>
      (a)(1)(B)............................                        6.04
      (a)(2)...............................                        N.A.
      (b)..................................                        6.07
317(a)(1)..................................                        6.08
      (a)(2)...............................                        6.09
      (b)..................................                        2.05
318(a).....................................                       11.01
</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>
            INDENTURE dated as of August 1, 2003 between WABASH NATIONAL
      CORPORATION, a Delaware corporation (the "COMPANY") and WACHOVIA BANK,
      NATIONAL ASSOCIATION, a national banking corporation, as Trustee hereunder
      (the "TRUSTEE").

                             RECITALS OF THE COMPANY

            The Company has duly authorized the creation of an issue of its
      3.25% Convertible Senior Notes due 2008 (herein called the "Notes") of
      substantially the tenor and amount hereinafter set forth, and to provide
      therefor the Company has duly authorized the execution and delivery of
      this Indenture.

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

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1
             Definitions and Other Provisions of General Application

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



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

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

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

            "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
      Friday which is not a day on which the banking institutions in The City of
      New York or the city in which the Corporate Trust Office is located are
      authorized or obligated by law or executive order to close or be closed.

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

            "CLOSING PRICE" of any security on any date of determination means:

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

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

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

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

                                       2
<PAGE>
            (5)   if such bid price is not available, the average of the
      mid-point of the last bid and ask prices of such security on such date
      from at least three nationally recognized independent investment banking
      firms retained for this purpose by the Company.

            "CLOSING TIME" has the meaning specified in the Purchase Agreement.

            "COMMON STOCK" means the common stock, par value $.01 per share, of
      the Company, authorized at the date of this instrument as originally
      executed.

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

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

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

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

            "CORPORATE TRUST OFFICE" means the principal office of the Trustee
      at which at any time its corporate trust business shall be administered,
      which office at the date hereof is located at Corporate Trust
      Administration-VA 9646, 1021 East Cary Street, 3rd Floor, Richmond,
      Virginia 23219, or such other address as the Trustee may designate from
      time to time by notice to the Holders and the Company, or the principal
      corporate trust office of any successor Trustee (or such other address as
      a successor Trustee may designate from time to time by notice to the
      Holders and the Company).

            "DATE OF DELIVERY" has the meaning specified in the Purchase
      Agreement.

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

            "DEPOSITARY" means, with respect to the Notes issuable or issued in
      whole or in part in global form, the Person specified in 2.07(d) as the
      Depositary


                                       3
<PAGE>
      with respect to such Notes, until a successor shall have been appointed
      and become such pursuant to the applicable provisions of this Indenture,
      and thereafter, "DEPOSITARY" shall mean or include such successor.

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

            "HOLDER" or "NOTEHOLDER" as applied to any Note, or other similar
      terms (but excluding the term "beneficial holder"), means any Person in
      whose name at the time a particular Note is registered on the Note
      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.

            "INITIAL PURCHASERS" means Merrill Lynch, Pierce, Fenner & Smith
      Incorporated and BB&T Capital Markets.

            "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional
      "ACCREDITED INVESTOR" as described in Rule 501(a)(1), (2), (3) or (7)
      under the Securities Act.

            "INTEREST PAYMENT DATE" means the Stated Maturity of an installment
      of interest on the Notes.

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

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

            "LIQUIDATED DAMAGES" has the meaning specified for "Liquidated
      Damages Amount" in Section 2(e) of the Registration Rights Agreement.

            "NOTES" has the meaning ascribed to it in the first paragraph under
      the caption "RECITALS OF THE COMPANY".

                                       4
<PAGE>
            "OFFICER" means the Chairman of the Board, the Vice Chairman, the
      Chief Executive Officer, the President, any Executive Vice President, any
      Senior Vice President, any Vice President, the Treasurer or the Secretary
      or any Assistant Treasurer or Assistant Secretary of the Company.

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

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

            "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.

            "PORTAL MARKET" means The Portal Market operated by the National
      Association of Securities Dealers, Inc. or any successor thereto.

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

            "PURCHASE AGREEMENT" means the Purchase Agreement dated as of July
      28, 2003, between the Company and the Initial Purchasers.

            "QIB" means a "qualified institutional buyer" as defined in Rule
      144A.

            "REGISTRATION RIGHTS AGREEMENT" means that certain Registration
      Rights Agreement, dated as of August 1, 2003, between the Company and the
      Initial Purchasers, as amended from time to time in accordance with its
      terms.

            "REGULAR RECORD DATE" means, with respect to the interest payable on
      any Interest Payment Date, the close of business on January 15 or July 15
      (whether or not a Business Day), as the case may be, next preceding such
      Interest Payment Date.

            "RESPONSIBLE OFFICER" means, when used with respect to the Trustee,
      any officer within the corporate trust department of the Trustee,
      including any


                                       5
<PAGE>
      vice president, assistant vice president, assistant treasurer, trust
      officer or any other officer of the Trustee who customarily performs
      functions similar to those performed by the Persons who at the time shall
      be such officers, respectively, or to whom any corporate trust matter is
      referred because of such person's knowledge of and familiarity with the
      particular subject, and who shall have direct responsibility for the
      administration of this Indenture.

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

            "SEC" means the Securities and Exchange Commission.

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

            "SIGNIFICANT SUBSIDIARY" means any direct or indirect Subsidiary of
      the Company that meets any of the following conditions:

            (1)   the Company's and its other Subsidiaries' investments in and
      advances to such Subsidiary exceed 10% of the total assets of the Company
      and its Subsidiaries consolidated as of the end of the most recently
      completed fiscal year;

            (2)   the Company's and its other Subsidiaries' proportionate share
      of the total assets (after intercompany eliminations) of such Subsidiary
      exceeds 10% of the total assets of the Company and its Subsidiaries
      consolidated as of the end of the most recently completed fiscal year; or

            (3)   the Company's and its other Subsidiaries' equity in the income
      from continuing operations before income taxes, extraordinary items and
      cumulative effect of a change in accounting principle of such Subsidiary
      exceeds 10% of such income of the Company and its Subsidiaries
      consolidated for the most recently completed fiscal year.

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

            "SUBSIDIARY" means (i) a corporation, a majority of whose Capital
      Stock with voting power, under ordinary circumstances, to elect directors
      is, at the date of determination, directly or indirectly owned by the
      Company, by one or more Subsidiaries of the Company or by the Company and
      one or more Subsidiaries of the Company, (ii) a partnership in which the
      Company or a Subsidiary of the Company holds a majority interest in the
      equity capital or profits of such


                                       6
<PAGE>
      partnership, or (iii) any other person (other than a corporation) in which
      the Company, a Subsidiary of the Company or the Company and one or more
      Subsidiaries of the Company, directly or indirectly, at the date of
      determination, has (x) at least a majority ownership interest or (y) the
      power to elect or direct the election of a majority of the directors or
      other governing body of such person.

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

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

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

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

            "VOTING STOCK" means with respect to any Person, Capital Stock of
      any class or kind ordinarily having the power to vote for the election of
      directors of such Person.

            Section 1.02. Other Definitions.


                                       7
<PAGE>
<TABLE>
<CAPTION>
Term                                                         Defined in Section
----                                                         ------------------
<S>                                                          <C>
"Act"......................................................              1.05(a)
"Agent Members"............................................              2.07(d)
"Authenticating Agent".....................................                11.14
"Bankruptcy Law"...........................................                 6.01
"Certificated Notes".......................................              2.07(b)
"Change of Control"........................................              3.02(a)
"Change of Control Repurchase Date"........................              3.02(a)
"Change of Control Repurchase Notice"......................              3.02(d)
"Change of Control Repurchase Price".......................              3.02(a)
"Conversion Price".........................................                10.01
"Current Market Price".....................................             10.04(g)
"Custodian"................................................                 6.01
"Event of Default".........................................                 6.01
"Exchange Act".............................................              3.02(a)
"excluded securities"......................................             10.04(d)
"Expiration Time"..........................................             10.04(f)
"fair market value"........................................             10.04(g)
"Global Note"..............................................              2.07(b)
"Legal Holiday"............................................                11.08
"Liquidated Damages Notice"................................                 4.10
"Non-Electing Share".......................................                10.11
"Note Register"............................................                 2.04
"Note Registrar"...........................................                 2.04
"Notice of Default"........................................                 6.01
"Paying Agent".............................................                 2.04
"Principal Amount".........................................              2.07(b)
"Purchased Shares".........................................             10.04(f)
"Record Date"..............................................             10.04(g)
"Reference Period".........................................             10.04(d)
"Restricted Note"..........................................                10.02
"Restricted Securities"....................................              2.07(d)
</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>
Term                                                         Defined in Section
----                                                         ------------------
<S>                                                          <C>
"Rule 144A Information"....................................                 4.06
"transfer".................................................              2.07(d)
"Trigger Event"............................................             10.04(d)
</TABLE>

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

            "COMMISSION" means the SEC.

            "INDENTURE NOTES" means the Notes.

            "INDENTURE NOTE HOLDER" means a Noteholder.

            "INDENTURE TO BE QUALIFIED" means this Indenture.

            "INDENTURE TRUSTEE" or "institutional trustee" means the Trustee.

            "OBLIGOR" on the indenture Notes means the Company.

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

            Section 1.4. Rules of Construction. Unless the context otherwise
      requires:

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

            (b)   an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP as in effect from time to time;

            (c)   "OR" is not exclusive;

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

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

            (f)   the words "herein," "hereof" and "hereunder" and other words
      of


                                       9
<PAGE>
      similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision.

            Section 1.5. Acts of Holders. (a) Any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      by this Indenture to be given or taken by Holders may be embodied in and
      evidenced by one or more instruments of substantially similar tenor signed
      by such Holders in person or by their agent duly appointed in writing;
      and, except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      Trustee and, where it is hereby expressly required, to the Company. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the "ACT" of Holders signing
      such instrument or instruments. Proof of execution of any such instrument
      or of a writing appointing any such agent shall be sufficient for any
      purpose of this Indenture and conclusive in favor of the Trustee and the
      Company, if made in the manner provided in this Section.

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

            The ownership of Notes shall be proved by the Note Register or by a
      certificate of the Note Registrar.

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

            If the Company shall solicit from the Holders any request, demand,
      authorization, direction, notice, consent, waiver or other Act, the
      Company may, at its option, by or pursuant to a resolution of the Board of
      Directors, fix in


                                       10
<PAGE>
      advance a record date for the determination of Holders entitled to give
      such request, demand, authorization, direction, notice, consent, waiver or
      other Act, but the Company shall have no obligation to do so. If such a
      record date is fixed, such request, demand, authorization, direction,
      notice, consent, waiver or other Act may be given before or after such
      record date, but only the Holders of record at the close of business on
      such record date shall be deemed to be Holders for purposes of determining
      whether Holders of the requisite proportion of outstanding Notes have
      authorized or agreed or consented to such request, demand, authorization,
      direction, notice, consent, waiver or other Act, and for that purpose the
      outstanding Notes shall be computed as of such record date; provided that
      no such authorization, agreement or consent by the Holders on such record
      date shall be deemed effective unless it shall become effective pursuant
      to the provisions of this Indenture not later than six months after the
      record date.

                                    ARTICLE 2
                                    The Notes

            Section 2.01. Designation Amount and Issue of Notes. The Notes shall
      be designated as "3.25% Convertible Senior Notes due 2008". Except
      pursuant to Sections 2.07, 2.08, 3.05 and 10.02 hereof, Notes not to
      exceed the aggregate principal amount of $125,000,000 upon the execution
      of this Indenture, or from time to time thereafter, may be executed by the
      Company and delivered to the Trustee for authentication, and the Trustee
      shall thereupon authenticate and deliver said Notes upon a Company Order,
      without any further action by the Company hereunder.

            Section 2.02. Form of Notes. The Notes and the Trustee's certificate
      of authentication to be borne by such Notes shall be substantially in the
      form set forth in Exhibit A, which is incorporated in and made a part of
      this Indenture.

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

                                       11
<PAGE>
            Any Global Note shall represent such of the outstanding Notes as
      shall be specified therein and shall provide that it shall represent the
      aggregate amount of outstanding Notes from time to time endorsed thereon
      and that the aggregate amount of outstanding Notes represented thereby may
      from time to time be increased or reduced to reflect transfers or
      exchanges permitted hereby. Any endorsement of a Global Note to reflect
      the amount of any increase or decrease in the amount of outstanding Notes
      represented thereby shall be made by the Trustee, in such manner and upon
      instructions given by the Holder of such Notes in accordance with this
      Indenture. Payment of principal of and interest and premium, if any, on
      any Global Note shall be made to the Holder of such Note.

            The terms and provisions contained in the form of Note attached as
      Exhibit A hereto shall constitute, and are hereby expressly made, a part
      of this Indenture and, to the extent applicable, the Company and the
      Trustee, by their execution and delivery of this Indenture, expressly
      agree to such terms and provisions and to be bound thereby.

            Section 2.03. Execution and Authentication. The Notes shall be
      executed on behalf of the Company by an Officer of the Company, under its
      corporate seal reproduced thereon, which may be manual or facsimile. The
      signatures of such Officer on the Notes may be manual or facsimile.

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

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

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

                                       12
<PAGE>

            Section 2.04. Note Registrar, Paying Agent and Conversion Agent. The
      Company shall maintain an office or agency where Notes may be presented
      for registration of transfer or for exchange ("NOTE REGISTRAR"), an office
      or agency where Notes may be presented for purchase or payment ("PAYING
      AGENT") and an office or agency where Notes may be presented for
      conversion ("CONVERSION AGENT"). The Note Registrar shall keep a register
      (the "NOTE REGISTER") in which, subject to such reasonable regulations as
      it may prescribe it shall provide for the registration, transfer and
      conversion of the Notes. 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 notify the Trustee of the name and address of any
      such agent. If the Company fails to maintain a Note Registrar, Paying
      Agent or Conversion Agent, the Trustee shall act as such and shall be
      entitled to appropriate compensation therefor pursuant to Section 7.06.
      The Company or any Subsidiary or an Affiliate of either of them may act as
      Paying Agent, Note Registrar, Conversion Agent or co-registrar.

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

            Section 2.05. Paying Agent to Hold Money and Notes in Trust. Except
      as otherwise provided herein, on or prior to each due date of payments in
      respect of any Note, the Company shall deposit with the Paying Agent a sum
      of money (in immediately available funds if deposited on the due date) or
      Common Stock sufficient to make such payments when so becoming due. The
      Company shall require each Paying Agent (other than the Trustee) to agree
      in writing that the Paying Agent shall hold in trust for the benefit of
      Noteholders or the Trustee all money and Common Stock held by the Paying
      Agent for the making of payments in respect of the Notes and shall notify
      the Trustee of any default by the Company in making any such payment. At
      any time during the continuance of any default in making such payment, 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, or any Subsidiary or an Affiliate of either 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


                                       13
<PAGE>
      Common Stock.

            Section 2.06. Noteholder Lists. The Trustee shall preserve in as
      current a form as is reasonably practicable the most recent list available
      to it of the names and addresses of Noteholders. If the Trustee is not the
      Note Registrar, the Company shall cause to be furnished to the Trustee at
      least semiannually on January 1 and July 1 a listing of Noteholders dated
      within fifteen (15) days of the date on which the list is furnished and at
      such other times as the Trustee may request in writing a list in such form
      and as of such date as the Trustee may reasonably require of the names and
      addresses of Noteholders.

            Section 2.07. Transfer and Exchange; Restrictions on Transfer;
      Depositary. (a) Upon surrender for registration of transfer of any Note,
      together with a written instrument of transfer satisfactory to the Note
      Registrar duly executed by the Noteholder or such Noteholder's attorney
      duly authorized in writing, at the office or agency of the Company
      designated as Note Registrar or co-registrar pursuant to Section 2.04, and
      satisfaction of the requirements of such transfer set forth in this
      Section, the Company shall execute, and the Trustee shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or
      more new Notes of any authorized denomination or denominations, of a like
      aggregate principal amount and bearing such restrictive legends as may be
      required by this Indenture. The Company shall not charge a service charge
      for any registration of transfer or exchange, but the Company may require
      payment of a sum sufficient to pay all taxes, assessments or other
      governmental charges that may be imposed in connection with the transfer
      or exchange of the Notes from the Noteholder requesting such transfer or
      exchange.

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

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


                                       14
<PAGE>
            The Company shall not be required to make, and the Note Registrar
      need not register, transfers or exchanges of any Notes in respect of which
      a Change of Control Repurchase Notice (as defined in Section 3.02(d)) has
      been given and not withdrawn by the Holder thereof in accordance with the
      terms of this Indenture (except, in the case of Notes to be purchased in
      part, the portion thereof not to be purchased).

            (b) So long as the Notes are eligible for book-entry settlement with
      the Depositary, or unless otherwise required by law, all Notes that, upon
      initial issuance are beneficially owned by QIBs or as a result of a sale
      or transfer after initial issuance are beneficially owned by QIBs, will be
      represented by one or more Notes in global form registered in the name of
      the Depositary or the nominee of the Depositary (the "GLOBAL NOTE"),
      except as otherwise specified below. The transfer and exchange of
      beneficial interests in any such Global Note shall be effected through the
      Depositary in accordance with this Indenture and the procedures of the
      Depositary therefor. The Trustee shall make appropriate endorsements to
      reflect increases or decreases in the principal amounts of any such Global
      Note as set forth on the face of the Note ("PRINCIPAL AMOUNT") to reflect
      any such transfers. Except as provided below, beneficial owners of a
      Global Note shall not be entitled to have certificates registered in their
      names, will not receive or be entitled to receive physical delivery of
      certificates in definitive form ("CERTIFICATED NOTES") and will not be
      considered holders of such Global Note.

            (c) (i) So long as the Notes are eligible for book-entry settlement
      with the Depositary, or unless otherwise required by law, upon any
      transfer of a Certificated Note to a QIB in accordance with Rule 144A that
      requests delivery of such Note in the form of an interest in the Global
      Note, and upon receipt of the Certificated Note or Notes being so
      transferred, together with a certification, substantially in the form of
      Exhibit B-1 hereto, from the transferor that the transfer is being made in
      compliance with Rule 144A (or other evidence satisfactory to the Trustee),
      the Trustee shall make an endorsement on the Global Note to reflect an
      increase in the aggregate Principal Amount of the Notes represented by
      such Global Note, and the Trustee shall cancel such Certificated Note or
      Notes in accordance with the standing instructions and procedures of the
      Depositary.

            (ii) Upon any sale or transfer of a Note to the Company or any
      Subsidiary thereof (other than pursuant to a registration statement that
      has been declared effective under the Securities Act or after the
      expiration of the holding period applicable to sales thereof under Rule
      144(k) under the Securities Act), the transferor shall, prior to such sale
      or transfer, furnish to the Company and/or Trustee


                                       15
<PAGE>
      such certifications, including a certification substantially in the form
      of Exhibit B-1 hereto, legal opinions or other information as they may
      reasonably require to confirm that the proposed transfer is being made
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act. Upon any transfer of a
      beneficial interest in the Global Note to the Company or such Subsidiary,
      as the case may be, the Trustee shall make an endorsement on the Global
      Note to reflect a decrease in the aggregate Principal Amount of the Notes
      represented by such Global Note, and the Company shall execute a
      Certificated Note or Notes in exchange therefor, and the Trustee, upon
      receipt of such Certificated Note or Notes and a Company Order, shall
      authenticate and deliver such, Certificated Note or Notes.

            (iii) Upon any sale or transfer of a Note to an Institutional
      Accredited Investor (other than pursuant to a registration statement that
      has been declared effective under the Securities Act or after the
      expiration of the holding period applicable to sales thereof under Rule
      144(k) under the Securities Act), such Institutional Accredited Investor
      shall, prior to such sale or transfer, furnish to the Company and/or the
      Trustee a signed letter containing representations and agreements relating
      to restrictions on transfer substantially in the form set forth in Exhibit
      B-2 hereto and the transferor shall, prior to such sale or transfer,
      furnish to the Company and/or Trustee such certifications, including a
      certification substantially in the form of Exhibit B-1 hereto, legal
      opinions or other information as they may reasonably require to confirm
      that the proposed transfer is being made pursuant to an exemption from, or
      in a transaction not subject to, the registration requirements of the
      Securities Act. Upon any transfer of a beneficial interest in the Global
      Note to an Institutional Accredited Investor, the Trustee shall make an
      endorsement on the Global Note to reflect a decrease in the aggregate
      Principal Amount of the Notes represented by such Global Note, and the
      Company shall execute a Certificated Note or Notes in exchange therefor,
      and the Trustee, upon receipt of such Certificated Note or Notes and a
      Company Order, shall authenticate and deliver such, Certificated Note or
      Notes.

            (iv) Upon any sale or transfer of a Note outside the United States
      in compliance with Rule 904 under the Securities Act (other than pursuant
      to a registration statement that has been declared effective under the
      Securities Act or after the expiration of the holding period applicable to
      sales thereof under Rule 144(k) under the Securities Act), the transferor
      shall, prior to such sale or transfer, furnish to the Company and/or the
      Trustee such certifications, including a certification substantially in
      the form of Exhibit B-1 hereto, legal opinions or other information as
      they may reasonably require to confirm that the proposed transfer is being
      made pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the Securities Act. Upon any transfer of
      a beneficial interest


                                       16
<PAGE>
      in the Global Note to such transferee, the Trustee shall make an
      endorsement on the Global Note to reflect a decrease in the aggregate
      Principal Amount of the Notes represented by such Global Note, and the
      Company shall either (1) execute a Certificated Note or Notes in exchange
      therefor, and the Trustee, upon receipt of such Certificated Note or Notes
      and a Company Order, shall authenticate and deliver such, Certificated
      Note or Notes or (2) if a Global Note with respect to Notes transferred in
      compliance with Regulation S under the Securities Act has previously been
      executed and authenticated, the Trustee shall make an endorsement on such
      Global Note to reflect a corresponding increase in the aggregate Principal
      Amount of Notes represented by such Global Note.

            (v) Upon any sale or transfer of a Note pursuant to the exemption
      from registration provided by Rule 144 under the Securities Act, the
      transferor shall, prior to such sale or transfer, furnish to the Company
      and/or the Trustee such certifications, including a certification
      substantially in the form of Exhibit B-1 hereto, legal opinions or other
      information as they may reasonably require to confirm that the proposed
      transfer is being made pursuant to an exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act. Upon
      any transfer of a beneficial interest in the Global Note to such
      transferee, the Trustee shall make an endorsement on the Global Note to
      reflect a decrease in the aggregate Principal Amount of the Notes
      represented by such Global Note, and, at the request of the transferee,
      either (1) the Company shall execute a Certificated Note or Notes in
      exchange therefor, and the Trustee, upon receipt of such Certificated Note
      or Notes and a Company Order, shall authenticate and deliver such,
      Certificated Note or Notes or (2) if a Global Note that does not bear the
      legend set forth in Section 2.07(d) has previously been executed and
      authenticated, the Trustee shall make an endorsement on such Global Note
      to reflect a corresponding increase in the aggregate Principal Amount of
      Notes represented by such Global Note.

                  Any Global Note may be endorsed with or have incorporated in
            the text thereof such legends or recitals or changes not
            inconsistent with the provisions of this Indenture as may be
            required by the Trustee, the Depositary or by the National
            Association of Securities Dealers, Inc. in order for the Notes to be
            tradeable on The Portal Market or as may be required for the Notes
            to be tradeable on any other market developed for trading of
            securities pursuant to Rule 144A or required to comply with any
            applicable law or any regulation thereunder or with the rules and
            regulations of any securities exchange or automated quotation system
            upon which the Notes may be listed or traded or to conform with any
            usage with respect thereto, or to indicate any special limitations
            or restrictions to which any particular Notes are subject.

                  (d) Every Note that bears or is required under this Section


                                       17
<PAGE>
            2.07(d) to bear the legend set forth in this Section 2.07(d)
            (together with any Common Stock issued upon conversion of the Notes
            and required to bear the legend set forth in Section 2.07(e),
            collectively, the "RESTRICTED SECURITIES") shall be subject to the
            restrictions on transfer set forth in this Section 2.07(d)
            (including those set forth in the legend set forth below) unless
            such restrictions on transfer shall be waived by written consent of
            the Company, and the holder of each such Restricted Security, by
            such Noteholder's acceptance thereof, agrees to be bound by all such
            restrictions on transfer. As used in Section 2.07(d) and 2.07(c),
            the term "TRANSFER" encompasses any sale, pledge, loan, transfer or
            other disposition whatsoever of any Restricted Security.

                  Until the expiration of the holding period applicable to sales
            thereof under Rule 144(k) under the Securities Act (or any successor
            provision), any certificate evidencing such Note (and all securities
            issued in exchange therefor or substitution thereof, other than
            Common Stock, if any, issued upon conversion thereof, which shall
            bear the legend set forth in Section 2.07(e), if applicable) shall
            bear a legend in substantially the following form, unless such Note
            has been sold pursuant to a registration statement that has been
            declared effective under the Securities Act (and which continues to
            be effective at the time of such transfer), or unless otherwise
            agreed by the Company in writing, with written notice thereof to the
            Trustee:

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

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


                                       18
<PAGE>
                  PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE
                  SECURITIES ACT (OR ANY SUCCESSOR PROVISION) (THE "RESALE
                  RESTRICTION PERIOD") ONLY (A) TO WABASH NATIONAL CORPORATION
                  OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES
                  ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNTIED
                  STATES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN
                  ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (D) TO
                  AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
                  SUBPARAGRAPH (A)(1), (2), (3) or (7) OF RULE 501 UNDER THE
                  SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
                  ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
                  VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
                  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT
                  TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
                  UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
                  SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF
                  LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF
                  SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIME WITHIN ITS OR
                  THEIR CONTROL. IF ANY RESALE


                                       19
<PAGE>
                  OR OTHER TRANSFER OF THIS SECURITY OR SHARES OF COMMON STOCK
                  ISSUED UPON CONVERSION OF THIS SECURITY IS PROPOSED TO BE MADE
                  PURSUANT TO CLAUSE (D) OF THIS PARAGRAPH PRIOR TO THE
                  EXPIRATION OF THE RESALE RESTRICTION PERIOD (OR THE DATE OF
                  REGISTRATION THEREOF), THE TRANSFEROR SHALL BE REQUIRED TO
                  DELIVER A LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH
                  SHALL PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN
                  INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
                  SUBPARAGRAPH (A)(1), (2), (3) or (7) OF RULE 501 UNDER THE
                  SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR THE SHARES
                  OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY FOR
                  ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
                  VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
                  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT. PRIOR TO THE
                  EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE COMPANY AND
                  THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN
                  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO THE COMPANY, AND IN EACH OF THE FOREGOING
                  CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
                  OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
                  THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE RESALE
                  RESTRICTION PERIOD.

                  Any Note (or security issued in exchange or substitution
            therefor) as to which such restrictions on transfer shall have
            expired in accordance with their terms or as to conditions for
            removal of the foregoing legend set forth therein have been
            satisfied may, upon surrender of such Note for exchange to the Note


                                       20
<PAGE>
            Registrar in accordance with the provisions of this Section 2.07, be
            exchanged for a new Note or Notes, of like tenor and aggregate
            principal amount, which shall not bear the restrictive legend
            required by this Section 2.07(d).

                  Notwithstanding any other provisions of this Indenture (other
            than the provisions set forth in Section 2.07(c), with respect to
            transfers of beneficial interests in a Global Note, and in this
            Section 2.07(d)), a Global Note may not be transferred as a whole or
            in part except 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.

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

                  The Depositary shall be a clearing agency registered under the
            Exchange Act. The Company initially appoints The Depository Trust
            Company to act as Depositary with respect to the Notes in global
            form. Initially, the Global Note shall be issued to the Depositary,
            registered in the name of Cede & Co., as the nominee of the
            Depositary, and deposited with the Trustee, as custodian for Cede &
            Co.

                  If at any time the Depositary for a Global Note notifies the
            Company that it is unwilling or unable to continue as Depositary for
            such Note, the Company may appoint a successor Depositary with
            respect to such Note. If a successor Depositary is not appointed by
            the Company within ninety (90) days after the Company receives such
            notice, the Company will execute, and the Trustee, upon receipt of
            an Officers' Certificate for the authentication and delivery of
            Notes, will authenticate and deliver, Certificated Notes, in
            aggregate principal amount equal to the principal amount of such
            Global Note, in exchange for such Global


                                       21
<PAGE>
            Note.

                  If a Certificated Note is issued in exchange for any portion
            of a Global Note after the close of business at the office or agency
            where such exchange occurs on any Regular Record Date and before the
            opening of business at such office or agency on the next succeeding
            Interest Payment Date, interest will not be payable on such Interest
            Payment Date in respect of such Certificated Note, but will be
            payable on such Interest Payment Date only to the Person to whom
            interest in respect of such portion of such Global Note is payable
            in accordance with the provisions of this Indenture.

                  Certificated Notes issued in exchange for all or a part of a
            Global Note pursuant to this Section 2.07 shall be registered in
            such names and in such authorized denominations as the Depositary,
            pursuant to instructions from its direct or indirect participants or
            otherwise, shall instruct the Trustee. Upon execution and
            authentication, the Trustee shall deliver such Certificated Notes to
            the Persons in whose names such Certificated Notes are so
            registered.

                  At such time as all interests in a Global Note have been
            converted, canceled, exchanged for Certificated Notes, or
            transferred to a transferee who receives Certificated Notes thereof,
            such Global Note shall, upon receipt thereof, be canceled by the
            Trustee in accordance with standing procedures and instructions
            existing between the Depositary and the Trustee. At any time prior
            to such cancellation, if any interest in a Global Note is exchanged
            for Certificated Notes, converted, repurchased or canceled, or
            transferred to a transferee who receives Certificated Notes therefor
            or any Certificated Note is exchanged or transferred for part of a
            Global Note, the principal amount of such Global Note shall, in
            accordance with the standing procedures and instructions existing
            between the Depositary and the Trustee, be appropriately reduced or
            increased, as the case may be, and an endorsement shall be made on
            such Global Note, by the Trustee to reflect such reduction or
            increase.

                  (e) Until the expiration of the holding period applicable to
            sales thereof under Rule 144(k) under the Securities Act (or any
            successor provision), any stock certificate representing Common
            Stock issued upon conversion of any Note shall bear a legend in
            substantially the following form, unless such Common Stock has been
            sold pursuant to a registration statement that has been declared
            effective under the Securities Act (and which continues to be
            effective at the time of such transfer) or such Common Stock has
            been issued upon conversion of Notes that have been transferred
            pursuant to a registration statement that has been declared
            effective under the Securities Act, or unless otherwise agreed by
            the Company in writing with written notice thereof to the


                                       22
<PAGE>
            transfer agent:

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

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES
                  TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
                  THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
                  THEREOF UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
                  SUCCESSOR PROVISION) (THE "RESALE RESTRICTION PERIOD") ONLY
                  (A) TO WABASH NATIONAL CORPORATION OR ANY SUBSIDIARY THEREOF,
                  (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
                  PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (C) OUTSIDE THE UNTIED STATES TO NON-U.S. PERSONS IN AN
                  OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
                  OF REGULATION S, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
                  WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) or (7) OF
                  RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
                  SECURITY FOR ITS OWN


                                       23
<PAGE>
                  ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
                  VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
                  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT
                  TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
                  UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
                  SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF
                  LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF
                  SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIME WITHIN ITS OR
                  THEIR CONTROL. IF ANY RESALE OR OTHER TRANSFER OF THIS
                  SECURITY IS PROPOSED TO BE MADE PURSUANT TO CLAUSE (D) OF THIS
                  PARAGRAPH PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION
                  PERIOD (OR THE DATE OF REGISTRATION THEREOF), THE TRANSFEROR
                  SHALL BE REQUIRED TO DELIVER A LETTER FROM THE TRANSFEREE TO
                  THE TRANSFER AGENT WHICH SHALL PROVIDE, AMONG OTHER THINGS,
                  THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR
                  WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) or (7) OF
                  RULE 501 UNDER THE SECURITIES ACT AND THAT IS ACQUIRING THIS
                  SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
                  INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
                  AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
                  WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.
                  PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE
                  COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE
                  THE DELIVERY OF AN


                                       24
<PAGE>
                  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO THE COMPANY, AND IN EACH OF THE FOREGOING
                  CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
                  OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED
                  UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE
                  RESALE RESTRICTION PERIOD.

                  Any such Common Stock as to which such restrictions on
            transfer shall have expired in accordance with their terms or as to
            which the conditions for removal of the foregoing legend set forth
            therein have been satisfied may, upon surrender of the certificates
            representing such shares of Common Stock for exchange in accordance
            with the procedures of the transfer agent for the Common Stock, be
            exchanged for a new certificate or certificates for a like number of
            shares of Common Stock, which shall not bear the restrictive legend
            required by this Section 2.07(e).

                  (f) Any Note or Common Stock issued upon the conversion or
            exchange of a Note that, prior to the expiration of the holding
            period applicable to sales thereof under Rule 144(k) under the
            Securities Act (or any successor provision), is purchased or owned
            by the Company or any Affiliate thereof may not be resold by the
            Company or such Affiliate unless registered under the Securities Act
            or resold pursuant to an exemption from the registration
            requirements of the Securities Act in a transaction which results in
            such Notes or Common Stock, as the case may be, no longer being
            "RESTRICTED securities" (as defined under Rule 144).

            Section 2.08. Replacement Notes. If (a) any mutilated Note is
      surrendered to the Trustee, or (b) the Company, the Trustee and, if
      applicable, the Authenticating Agent receive evidence to their
      satisfaction of the destruction, loss or theft of any Note, and there is
      delivered to the Company, the Trustee and, if applicable, the
      Authenticating Agent such Note or indemnity as may be required by them to
      save each of them harmless, then, in the absence of notice to the Company,
      the Trustee or, if applicable, the Authenticating Agent that such Note has
      been acquired by a bona fide purchaser, the Company shall execute and upon
      its written request the Trustee or the Authenticating Agent shall
      authenticate and deliver, in exchange for any such mutilated Note or in
      lieu of any such destroyed, lost or stolen Note, a new Note of like tenor
      and principal amount, bearing a number not contemporaneously outstanding.


                                       25
<PAGE>
            In case any such mutilated, destroyed, lost or stolen Note has
      become or is about to become due and payable, or is about to be purchased
      by the Company pursuant to Article 3 hereof, the Company in its discretion
      may, instead of issuing a new Note, pay or purchase such Note, as the case
      may be.

            Upon the issuance of any new Notes under this Section 2.08, 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 and any
      Authenticating Agent) connected therewith.

            Every new Note issued pursuant to this Section 2.08 in lieu of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Company, whether or not the
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and shall be entitled to all benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

            The provisions of this Section 2.08 are exclusive and shall preclude
      (to the extent lawful) all other rights and remedies with respect to the
      replacement or payment of mutilated, destroyed, lost or stolen Notes.

            Section 2.09. Outstanding Notes; Determination of Holders' Action.
      Notes outstanding at any time are all the Notes authenticated by the
      Trustee except for those cancelled by it or delivered to it for
      cancellation, those paid pursuant to Section 2.08 and those described in
      this Section 2.09 as not outstanding. A Note does not cease to be
      outstanding because the Company or an Affiliate thereof holds the Note;
      provided, however, that in determining whether the Holders of the
      requisite principal amount of the outstanding Notes have given or
      concurred in any request, demand, authorization, direction, notice,
      consent or waiver hereunder, Notes owned by the Company or any other
      obligor upon the Notes or any Affiliate of the Company or such other
      obligor shall be disregarded and deemed not to be outstanding, except
      that, in determining whether the Trustee shall be protected in relying
      upon any such request, demand, authorization, direction, notice, consent
      or waiver, only Notes which a Responsible Officer of the Trustee actually
      knows to be so owned shall be so disregarded. Subject to the foregoing,
      only Notes outstanding at the time of such determination shall be
      considered in any such determination (including, without limitation,
      determinations pursuant to Articles 6 and 9).

            If a Note is replaced pursuant to Section 2.08, it ceases to be
      outstanding unless the Trustee receives proof satisfactory to it that the
      replaced Note is held


                                       26
<PAGE>
      by a bona fide purchaser.

            If the Paying Agent holds, in accordance with this Indenture, on the
      Business Day following the Change of Control Repurchase Date, or on Stated
      Maturity, money or securities, if permitted hereunder, sufficient to pay
      Notes payable on that date, then immediately after such Change of Control
      Repurchase Date or Stated Maturity, as the case may be, such Notes shall
      cease to be outstanding and interest on such Notes shall cease to accrue.

            If a Note is converted in accordance with Article 10, then from and
      after the time of conversion on the conversion date, such Note shall cease
      to be outstanding and interest shall cease to accrue on such Note.

            Section 2.10. Temporary Notes. Pending the preparation of definitive
      Notes, the Company may execute, and upon a Company Order the Trustee shall
      authenticate and deliver, temporary Notes which are printed, lithographed,
      typewritten, mimeographed or otherwise produced, in any authorized
      denomination, substantially of the tenor of the definitive Notes in lieu
      of which they are issued and with such appropriate insertions, omissions,
      substitutions and other variations as the officers executing such Notes
      may determine, as conclusively evidenced by their execution of such Notes.

            If temporary Notes are issued, the Company will cause definitive
      Notes to be prepared without unreasonable delay. After the preparation of
      definitive Notes, the temporary Notes shall be exchangeable for definitive
      Notes upon surrender of the temporary Notes at the office or agency of the
      Company designated for such purpose pursuant to Section 2.04, without
      charge to the Holder. Upon surrender for cancellation of any one or more
      temporary Notes the Company shall execute and the Trustee or an
      Authenticating Agent shall authenticate and deliver in exchange therefor a
      like principal amount of definitive Notes of authorized denominations.
      Until so exchanged the temporary Notes shall in all respects be entitled
      to the same benefits under this Indenture as definitive Notes.

            Section 2.11. Cancellation. All Notes surrendered for payment,
      purchase by the Company pursuant to Article 3, conversion or registration
      of transfer or exchange shall, if surrendered to any person other than the
      Trustee, be delivered to the Trustee and shall be promptly cancelled by
      it. The Company may at any time deliver to the Trustee for cancellation
      any Notes previously authenticated and delivered hereunder which the
      Company may have acquired in any manner whatsoever, and all Notes so
      delivered shall be promptly cancelled by the Trustee. The Company may not
      issue new Notes to replace Notes it has


                                       27
<PAGE>
      paid or delivered to the Trustee for cancellation or that any Holder has
      converted pursuant to Article 10. No Notes shall be authenticated in lieu
      of or in exchange for any Notes cancelled as provided in this Section
      2.11, except as expressly permitted by this Indenture. All cancelled Notes
      held by the Trustee shall be disposed of by the Trustee in its customary
      manner.

            Section 2.12. Persons Deemed Owners. Prior to due presentment of a
      Note for registration of transfer, the Company, the Trustee and any agent
      of the Company or the Trustee may treat the Person in whose name such Note
      is registered as the owner of such Note for the purpose of receiving
      payment of principal of the Note or the payment of any Change of Control
      Repurchase Price in respect thereof, and interest thereon, for the purpose
      of conversion and for all other purposes whatsoever, whether or not such
      Note is 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 2.13. CUSIP Numbers. The Company in issuing the Notes may
      use "CUSIP" numbers (if then generally in use). No representation is made
      as to the correctness of such CUSIP numbers and reliance may be placed
      only on the other identification numbers printed on the Notes. The Company
      will promptly notify the Trustee of any change in the CUSIP numbers.

            Section 2.14. Default Interest. If the Company defaults in a payment
      of interest on the Notes, it shall pay, or shall deposit with the Paying
      Agent money in immediately available funds sufficient to pay, the
      defaulted interest, plus (to the extent lawful) any interest payable on
      the defaulted interest, to the Persons who are Holders on a subsequent
      special record date. A special record date, as used in this Section 2.14
      with respect to the payment of any defaulted interest, shall mean the 15th
      day next preceding the date fixed by the Company for the payment of
      defaulted interest, whether or not such day is a Business Day. At least
      fifteen (15) days before the subsequent special record date, the Company
      shall mail to each Holder and to the Trustee a notice that states the
      subsequent special record date, the payment date and the amount of
      defaulted interest to be paid.

                                    ARTICLE 3
                       Repurchase Upon a Change of Control

            Section 3.01. No Optional Redemption. Except as set forth in Section


                                       28
<PAGE>
      3.02, the Notes are not redeemable by the Company prior to their Stated
      Maturity.

            Section 3.02. Repurchase of Notes at Option of the Holder upon
      Change of Control. (a) If there shall have occurred a Change of Control,
      all or any portion of the Notes of any Holder equal to $1,000 or a whole
      multiple of $1,000, shall be repurchased by the Company, at the option of
      such Holder, at a repurchase price equal to 100% of the principal amount
      of the Notes to be repurchased, together with interest accrued and unpaid
      to, but excluding, the repurchase date (the "CHANGE OF CONTROL REPURCHASE
      PRICE"), on the date (the "CHANGE OF CONTROL REPURCHASE DATE") that is
      thirty (30) days after the date the Company delivered the notice required
      under Section 3.02(c) (or if such 30th day is not a Business Day, the next
      succeeding Business Day); provided, however, that installments of interest
      on Notes the Stated Maturity of which is prior to or on the Change of
      Control Repurchase Date shall be payable to the Holders of such Notes, or
      one or more predecessor Notes, registered as such on the relevant Regular
      Record Date according to their terms.

            Subject to the fulfillment by the Company of the conditions set
      forth in Section 3.02(b) hereof, the Company may elect to pay the Change
      of Control Repurchase Price in Common Stock by delivering the number of
      shares of Common Stock equal to (i) the Change of Control Repurchase Price
      divided by (ii) 95% of the average of the Closing Prices per share of the
      applicable Common Stock for the five (5) consecutive Trading Days
      immediately preceding and including the third Trading Day prior to the
      Change of Control Repurchase Date.

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

            A "CHANGE OF CONTROL" of the Company shall be deemed to have
      occurred at such time as either of the following events shall occur:

                  (i) any "person" or "group" (as such terms are used in
            Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
            amended


                                       29
<PAGE>
            (the "EXCHANGE ACT")), acquires the beneficial ownership (as defined
            in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
            Person shall be deemed to have "beneficial ownership" of all
            securities that such Person has the right to acquire, whether such
            right is exercisable immediately or only after the passage of time),
            directly or indirectly, through a purchase, merger or other
            acquisition transaction, of 50% or more of the total voting power of
            the Company's total outstanding Voting Stock other than an
            acquisition by the Company, any of its Subsidiaries or any of its
            employee benefit plans;

                  (ii) the Company consolidates with, or merges with or into,
            another Person or conveys, transfers, leases or otherwise disposes
            in one or a series of related transactions of all or substantially
            all of its assets to any Person, or any Person consolidates with or
            merges with or into the Company other than:

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

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

                  (iii) during any consecutive two-year period, individuals who
            at the beginning of that two-year period constituted the Company's
            board of directors (together with any new directors whose election
            to such board of directors, or whose nomination for election by the
            Company's stockholders, was approved by a vote of a majority of the
            directors then still in office who were either directors at the
            beginning of such period or whose election or nomination for
            election was previously so approved) cease for any reason to
            constitute a majority the Company's board of directors then in
            office;

                  (iv) the Company's stockholders pass a special resolution
            approving a plan of liquidation or dissolution and no additional
            approvals of the Company's stockholders are required under
            applicable law to cause a liquidation or dissolution; or

                  (v) the Common Stock (or other common stock into which the
            Notes are then convertible) is neither listed for trading on the New
            York


                                       30
<PAGE>
            Stock Exchange nor approved for trading on the Nasdaq National
            Market.

                  Notwithstanding the foregoing, a "CHANGE OF CONTROL" shall not
            be deemed to have occurred if:

                  (i) the Closing Price per share of the applicable Common Stock
            for any five (5) Trading Days within the period of ten (10)
            consecutive Trading Days immediately after the later of the Change
            of Control (in the case of a Change of Control under subsection (i)
            of the definition of "Change of Control") or the period of ten (10)
            consecutive Trading Days ending immediately before the Change of
            Control (in the case of a Change of Control under subsection (ii) of
            the definition of "Change of Control") shall equal or exceed 110% of
            the Conversion Price of the Notes in effect on the date prior to the
            Change of Control or the public announcement of the Change of
            Control, as applicable; or

                  (ii) all of the consideration (excluding cash payments for
            fractional shares and cash payments made pursuant to dissenters'
            appraisal rights) in the transaction or transactions constituting a
            Change of Control under subsection (i) or (ii) of the definition of
            "Change of Control" consists of shares of common stock that are, or
            upon issuance will be, traded on the New York Stock Exchange or the
            American Stock 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.

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

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

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

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

                  (ii) The shares of Common Stock to be listed upon repurchase


                                       31
<PAGE>
            of Notes hereunder are, or shall have been, approved for listing on
            the Nasdaq National Market or the New York Stock Exchange or listed
            on another national securities exchange, in any case, prior to the
            Change of Control Repurchase Date.

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

                  (iv) If any of the conditions set forth in clauses (i) through
            (iii) of this Section 3.02(b) are not satisfied in accordance with
            the terms thereof, the Change of Control Repurchase Price shall be
            paid by the Company only in cash.

                  (c) Prior to or on the 15th day after the occurrence of a
            Change of Control, the Company, or, at the written request and
            expense of the Company prior to or on the 15th day after such
            occurrence, the Trustee, shall give to all Noteholders, in the
            manner provided in Section 11.02 hereof, notice of the occurrence of
            the Change of Control and of the repurchase right set forth herein
            arising as a result thereof. The Company shall also deliver a copy
            of such notice of a repurchase right to the Trustee. Except as a
            result of its failure to fulfill the conditions set forth in Section
            3.02(b), the Company may not change the form of consideration to be
            paid for the Notes under this Article 3 once it has delivered its
            Change of Control Repurchase Notice. The notice shall include a form
            of Change of Control Repurchase Notice (as defined in Section
            3.02(d)) to be completed by the Noteholder and shall state:

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

                  (2) the date by which the Change of Control Repurchase Notice
            pursuant to this Section 3.02 must be given;

                  (3) the Change of Control Repurchase Date;

                  (4) the Change of Control Repurchase Price and whether the
            Change of Control Repurchase Price will be payable in cash or Common
            Stock;

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

                  (6) the Conversion Price and any adjustments thereto;

                  (7) that Notes as to which a Change of Control Repurchase
            Notice has been given may be converted pursuant to Article 10 hereof
            only if


                                       32
<PAGE>
            the Change of Control Repurchase Notice has been withdrawn in
            accordance with the terms of this Indenture;

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

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

                  (10) briefly, the procedures the Holder must follow to
            exercise rights under this Section 3.02;

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

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

                  (13) that, unless the Company defaults in making payment of
            such Change of Control Repurchase Price, interest on Notes submitted
            for repurchase will cease to accrue on and after the Change of
            Control Repurchase Date; and

                  (14) the CUSIP number of the Notes.

                  (d) A Holder may exercise its rights specified in Section
            3.02(a) hereof upon delivery of a written notice of purchase (a
            "CHANGE OF CONTROL REPURCHASE NOTICE"), substantially in the form as
            set forth on the reverse of the Notes, to the Paying Agent at any
            time prior to the close of business on the Change of Control
            Repurchase Date, stating:

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

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

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


                                       33
<PAGE>
            The delivery of such Note to the Paying Agent prior to, on or after
      the Change of Control Repurchase Date (together with all necessary
      endorsements) at the offices of the Paying Agent shall be a condition to
      the receipt by the Holder of the Change of Control Repurchase Price
      therefor; provided, however, that such Change of Control Repurchase Price
      shall be so paid pursuant to this Section 3.02 only if the Note so
      delivered to the Paying Agent shall conform in all respects to the
      description thereof set forth in the related Change of Control Repurchase
      Notice.

            The Company shall purchase from the Holder thereof, pursuant to this
      Section 3.02, a portion of a Note if the principal amount of such portion
      is $1,000 or an integral multiple of $1,000. Provisions of this Indenture
      that apply to the purchase of all of a Note also apply to the purchase of
      such portion of such Note.

            Any purchase by the Company contemplated pursuant to the provisions
      of this Section 3.02 shall be consummated by the delivery of the
      consideration to be received by the Holder promptly following the later of
      the Change of Control Repurchase Date and the time of delivery of the Note
      to the Paying Agent in accordance with this Section 3.02.

            Notwithstanding anything herein to the contrary, any Holder
      delivering to the Paying Agent the Change of Control Repurchase Notice
      contemplated by this Section 3.02(d) shall have the right to withdraw such
      Change of Control Repurchase Notice at any time prior to the close of
      business on the Change of Control Repurchase Date by delivery of a written
      notice of withdrawal to the Paying Agent in accordance with Section 3.03.

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

            Section 3.03. Effect of Change of Control Repurchase Notice. Upon
      receipt by the Paying Agent of the Change of Control Repurchase Notice
      specified in Section 3.02(d), the Holder of the Note in respect of which
      such Change of Control Repurchase Notice was given shall (unless such
      Change of Control Repurchase Notice is withdrawn as specified in the
      following two paragraphs) thereafter be entitled to receive solely the
      Change of Control Repurchase Price with respect to such Note. Such Change
      of Control Repurchase Price shall be paid to such Holder, subject to
      receipts of funds and/or Notes by the Paying Agent, promptly following the
      later of (x) the Change of Control Repurchase Date with respect to such
      Note (provided that the conditions in Section 3.02(d) have been satisfied)
      and (y) the time of delivery of


                                       34
<PAGE>
      such Note to the Paying Agent by the Holder thereof in the manner required
      by Section 3.02(d). Notes in respect of which a Change of Control
      Repurchase Notice has been given by the Holder thereof may not be
      converted pursuant to Article 10 hereof on or after the date of the
      delivery of such Change of Control Repurchase Notice unless such Change of
      Control Repurchase Notice has first been validly withdrawn as specified in
      the following two paragraphs.

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

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

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

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

            There shall be no repurchase of any Notes pursuant to Section 3.02
      if there has occurred (prior to, on or after, as the case may be, the
      giving, by the Holders of such Notes, of the required Change of Control
      Repurchase Notice) and is continuing an Event of Default (other than a
      default in the payment of the Change of Control Repurchase Price with
      respect to such Notes). The Paying Agent will promptly return to the
      respective Holders thereof any Notes (x) with respect to which a Change of
      Control Repurchase Notice has been withdrawn in compliance with this
      Indenture, or (y) held by it during the continuance of an Event of Default
      (other than a default in the payment of the Change of Control Repurchase
      Price with respect to such Notes) in which case, upon such return, the
      Change of Control Repurchase Notice with respect thereto shall be deemed
      to have been withdrawn.

            Section 3.04. Deposit of Change of Control Repurchase Price. Prior
      to 10:00 a.m. (New York City time) on the Business Day following the
      Change of Control Repurchase Date, the Company shall deposit with the
      Trustee or with the Paying Agent (or, if the Company or any Subsidiary or
      an Affiliate of either is acting as the Paying Agent, shall segregate and
      hold in trust as provided in


                                       35
<PAGE>
      Section 2.05) an amount of money (in immediately available funds if
      deposited on such Business Day) or Common Stock, if permitted hereunder,
      sufficient to pay the aggregate Change of Control Repurchase Price of all
      the Notes or portions thereof which are to be purchased as of the Change
      of Control Repurchase Date.

            Section 3.05. Notes Purchased in Part. Any Note which is to be
      purchased only in part shall be surrendered at the office of the Paying
      Agent (with, if the Company or the Trustee so requires, due endorsement
      by, or a written instrument of transfer in form satisfactory to the
      Company and the Trustee duly executed by, the Holder thereof or such
      Holder's attorney duly authorized in writing) and the Company shall
      execute and the Trustee or an Authenticating Agent shall authenticate and
      deliver to the Holder of such Note, without service charge, a new Note or
      Notes, of any authorized denomination as requested by such Holder in
      aggregate principal amount equal to, and in exchange for, the portion of
      the principal amount of the Note so surrendered which is not purchased.

            Section 3.06. Covenant to Comply with Securities Laws upon Purchase
      of Notes. In connection with any offer to purchase or repurchase of Notes
      under Section 3.02 hereof (provided that such offer or purchase
      constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
      term, as used herein, includes any successor provision thereto) under the
      Exchange Act at the time of such offer or purchase), the Company shall (i)
      comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under
      the Exchange Act which may then be applicable, (ii) file the related
      Schedule 13E-3 (or any successor schedule, form or report) or any other
      schedule required under the Exchange Act, and (iii) otherwise comply with
      all federal and state securities laws so as to permit the rights and
      obligations under Section 3.02 to be exercised in the time and in the
      manner specified in Section 3.02.

            Section 3.07. Repayment to the Company. The Trustee and the Paying
      Agent shall return to the Company any cash or shares of Common Stock that
      remain unclaimed as provided in paragraph 9 of the Notes, together with
      interest or dividends, if any, thereon, held by them for the payment of
      the Change of Control Repurchase Price; provided, however, that to the
      extent that the aggregate amount of cash or shares of Common Stock
      deposited by the Company pursuant to Section 3.04 exceeds the aggregate
      Change of Control Repurchase Price of the Notes or portions thereof which
      the Company is obligated to purchase as of the Change of Control
      Repurchase Date, then promptly after the Business Day following the Change
      of Control Repurchase Date, the Trustee shall return any such excess to
      the Company together with


                                       36
<PAGE>
      interest or dividends, if any, thereon.

                                   ARTICLE 4
                                   COVENANTS

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

            The Company shall, to the extent permitted by law, pay cash interest
      on overdue amounts at the rate per annum set forth in paragraph 1 of the
      Notes, compounded semiannually, which interest shall accrue from the date
      such overdue amount was originally due to the date payment of such amount,
      including interest thereon, has been made or duly provided for. All such
      interest shall be payable on demand.

            Section 4.02. Reports by the Company. The Company shall file with
      the Trustee (and the SEC after the Indenture becomes qualified under the
      TIA), and transmit to holders of Notes, such information, documents and
      other reports and such summaries thereof, as may be required pursuant to
      the TIA at the times and in the manner provided pursuant to the TIA,
      whether or not the Notes are governed by the TIA; provided, however, that
      any such information, documents or reports required to be filed with the
      SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
      with the Trustee within fifteen (15) days after the same is so required to
      be filed with the SEC. Delivery of such reports, information and documents
      to the Trustee is for informational purposes only and the Trustee's
      receipt of such shall not constitute constructive notice of any
      information contained therein or determinable from information contained
      therein, including the Company's compliance with any of its covenants
      hereunder (as to which the Trustee is entitled to rely exclusively on
      Officers' Certificates).


                                       37
<PAGE>
            Section 4.03. Compliance Certificate. The Company shall deliver to
      the Trustee within one hundred twenty (120) days after the end of each
      fiscal year of the Company (beginning with the fiscal year ending on
      December 31, 2003) an Officers' Certificate, stating whether or not to the
      best knowledge of the signers thereof the Company is in default in the
      performance and observance of any of the terms, provisions and conditions
      of this Indenture (without regard to any period of grace or requirement of
      notice provided hereunder) and if the Company shall be in default,
      specifying all such defaults and the nature and status thereof of which
      they may have knowledge.

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

            Section 4.05. Maintenance of Office or Agency. The Company will
      maintain in the Borough of Manhattan, the City of New York, an office or
      agency of the Trustee, Note Registrar, Paying Agent and Conversion Agent
      where Notes may be presented or surrendered for payment, where Notes may
      be surrendered for registration of transfer, exchange, purchase or
      conversion and where notices and demands to or upon the Company in respect
      of the Notes and this Indenture may be served. The Corporate Trust Office
      and each office or agency of the Trustee in the Borough of Manhattan, the
      City of New York, shall initially be one such office or agency for all of
      the aforesaid purposes. The Company shall give prompt written notice to
      the Trustee of the location, and of any change in the location, of any
      such office or agency (other than a change in the location of the office
      of the Trustee). If at any time the Company shall fail to maintain any
      such required office or agency or shall fail to furnish the Trustee with
      the address thereof, such presentations, surrenders, notices and demands
      may be made or served at the address of the Trustee set forth in Section
      11.02.

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

            Section 4.06. Delivery of Certain Information. At any time when the
      Company is not subject to Section 13 or 15(d) of the Exchange Act, upon
      the request of a Holder or any beneficial holder of Notes or shares of
      Common Stock issued upon conversion thereof, the Company will promptly
      furnish or


                                       38
<PAGE>
      cause to be furnished Rule 144A Information (as defined below) to such
      Holder or any beneficial holder of Notes or holder of shares of Common
      Stock issued upon conversion of Notes, or to a prospective purchaser of
      any such security designated by any such Holder, as the case may be, to
      the extent required to permit compliance by such Holder or holder with
      Rule 144A under the Securities Act in connection with the resale of any
      such security. "RULE 144A INFORMATION" shall be such information as is
      specified pursuant to Rule 144A(d)(4) under the Securities Act.

            Section 4.07. Existence. Subject to Article 5, the Company will do
      or cause to be done all things necessary to preserve and keep in full
      force and effect its existence and rights (charter and statutory);
      provided, however, that the Company shall not be required to preserve any
      such right if the Company shall determine that the preservation thereof is
      no longer desirable in the conduct of the business of the Company and that
      the loss thereof is not disadvantageous in any material respect to the
      Noteholders.

            Section 4.08. Maintenance of Properties. The Company will cause all
      properties used or useful in the conduct of its business or the business
      of any Significant Subsidiary to be maintained and kept in good condition,
      repair and working order and supplied with all necessary equipment and
      will cause to be made all necessary repairs, renewals, replacements,
      betterments and improvements thereof, all as in the judgment of the
      Company may be necessary so that the business carried on in connection
      therewith may be properly and advantageously conducted at all times;
      provided, however, that nothing in this Section shall prevent the Company
      from discontinuing the operation or maintenance of any of such properties
      if such discontinuance is, in the judgment of the Company, desirable in
      the conduct of its business or the business of any Significant Subsidiary
      and not disadvantageous in any material respect to the Noteholders.

            Section 4.09. Payment of Taxes and Other Claims. The Company will
      pay or discharge, or cause to be paid or discharged, before the same may
      become delinquent, (i) all taxes, assessments and governmental charges
      levied or imposed upon the Company or any Significant Subsidiary or upon
      the income, profits or property of the Company or any Significant
      Subsidiary, (ii) all claims for labor, materials and supplies which, if
      unpaid, might by law become a Lien or charge upon the property of the
      Company or any Significant Subsidiary and (iii) all stamps and other
      duties, if any, which may be imposed by the United States or any political
      subdivision thereof or therein in connection with the issuance, transfer,
      exchange or conversion of any Notes or with respect to this Indenture;
      provided, however, that, in the case of clauses (i) and (ii), the


                                       39
<PAGE>
      Company shall not be required to pay or discharge or cause to be paid or
      discharged any such tax, assessment, charge or claim (A) if the failure to
      do so will not, in the aggregate, have a material adverse impact on the
      Company, or (B) if the amount, applicability or validity is being
      contested in good faith by appropriate proceedings.

            Section 4.10. Liquidated Damages Notice. In the event that the
      Company is required to pay Liquidated Damages to holders of Notes pursuant
      to the Registration Rights Agreement, the Company will provide written
      notice ("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to
      pay Liquidated Damages no later than fifteen (15) days prior to the
      proposed payment date for the Liquidated Damages, and the Liquidated
      Damages Notice shall set forth the amount of Liquidated Damages to be paid
      by the Company on such payment date. The Trustee shall not at any time be
      under any duty or owe a responsibility to any Holder of Notes to determine
      the Liquidated Damages, or with respect to the nature, extent or
      calculation of the amount of Liquidated Damages when made, or with respect
      to the method employed in such calculation of the Liquidated Damages.

                                   ARTICLE 5
                             SUCCESSOR CORPORATION

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

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

                  (b)   at the time of such transaction, no Event of Default and
      no event which, after notice or lapse of time, would become an Event of
      Default, shall have happened and be continuing; and


                                       40
<PAGE>
                  (c)   the Company shall have delivered to the Trustee an
      Officers' Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture, comply with this Article 5 and that all
      conditions precedent herein provided for relating to such transaction have
      been satisfied.

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

            The successor person formed by such consolidation or into which the
      Company is merged or the successor person to which such conveyance,
      transfer or lease is made shall succeed to, and be substituted for, and
      may exercise every right and power of, the Company under this Indenture
      with the same effect as if such successor had been named as the Company
      herein; and thereafter, except in the case of a lease and obligations the
      Company may have under a supplemental indenture pursuant to Section 10.11,
      the Company shall be discharged from all obligations and covenants under
      this Indenture and the Notes. Subject to Section 9.06, the Company, the
      Trustee and the successor person shall enter into a supplemental indenture
      to evidence the succession and substitution of such successor person and
      such discharge and release of the Company.

                                   ARTICLE 6
                             DEFAULTS AND REMEDIES

            Section 6.01. Events of Default. An "EVENT OF DEFAULT" occurs if:

                  (a)   the Company fails to pay when due the principal of or
      premium, if any, on any of the Notes at maturity, upon exercise of a
      repurchase right or otherwise;

                  (b)   the Company fails to pay an installment of interest
      (including Liquidated Damages, if any) on any of the Notes that continues
      for thirty (30) days after the date when due;

                  (c)   the Company fails to deliver shares of Common Stock,
      together with cash in lieu of fractional shares, when such Common Stock or
      cash


                                       41
<PAGE>
      in lieu of fractional shares is required to be delivered upon conversion
      of a Note and such failure continues for ten (10) days after such delivery
      date;

                  (d)   the Company fails to give notice regarding a Change of
      Control within the time period specified in Section 3.02(c);

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

                  (f)   (i) the Company or any Significant Subsidiary fails to
      make any payment by the end of the applicable grace period, if any, after
      the final scheduled payment date for such payment with respect to any
      indebtedness for borrowed money in an aggregate amount in excess of $10
      million, or (ii) indebtedness for borrowed money of the Company or any
      Significant Subsidiary in an aggregate amount in excess of $10 million
      shall have been accelerated or otherwise declared due and payable, or
      required to be prepaid or repurchased (other than by regularly scheduled
      required prepayment) prior to the scheduled maturity thereof as a result
      of a default with respect to such indebtedness, in either case without
      such indebtedness referred to in subclause (i) or (ii) of this clause (f)
      having been discharged, cured, waived, rescinded or annulled, for a period
      of thirty (30) days after receipt by the Company of a Notice of Default;

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

                  (i)   commences a voluntary case or proceeding;

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

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

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

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


                                       42
<PAGE>
                  (vi)  consents to the filing of such a petition or the
      appointment of or taking possession by a Custodian;

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

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

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

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

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

            For purposes of Sections 6.01(g) and 6.01(h) above:

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

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

            A Default under clause (e) or (f) above is not an Event of Default
      until the Trustee notifies the Company, or the Holders of at least 25% in
      aggregate principal amount of the Notes at the time outstanding notify the
      Company and the Trustee, of the Default and the Company does not cure such
      Default (and such Default is not waived) within the time specified in
      clause (e) or (f) above after actual receipt of such notice. Any such
      notice must specify the Default, demand that it be remedied and state that
      such notice is a "NOTICE OF DEFAULT."

            The Company shall deliver to the Trustee, within five (5) Business
      Days


                                       43
<PAGE>
      of becoming aware of the occurrence of an Event of Default, written notice
      thereof. In addition, the Company shall deliver to the Trustee, within
      thirty (30) days after they become aware of the occurrence thereof,
      written notice of any event which with the lapse of time would become an
      Event of Default under clause (e) above, its status and what action the
      Company is taking or proposes to take with respect thereto.

            Section 6.02. Acceleration. If an Event of Default (other than an
      Event of Default specified in Section 6.01(g) or (h)) occurs and is
      continuing, the Trustee by notice to the Company, or the Holders of at
      least 25% in aggregate principal amount of the Notes at the time
      outstanding by notice to the Company and the Trustee, may declare the
      Notes due and payable at their principal amount together with accrued
      interest (including Liquidated Damages, if any). Upon a declaration of
      acceleration, such principal and accrued and unpaid interest to the date
      of payment shall be immediately due and payable. If an Event of Default is
      cured prior to any such declaration by the Trustee or the Holders, the
      Trustee and the Holders shall not be entitled to declare the Notes due and
      payable as provided herein as a result of such cured Event of Default and
      any such cured Event of Default shall be deemed waived by the Holders and
      the Trustee.

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

            The Holders of a majority in aggregate principal amount of the Notes
      at the time outstanding, by notice to the Trustee (and without notice to
      any other Noteholder) may rescind or annul an acceleration and its
      consequences if the rescission would not conflict with any judgment or
      decree and if all existing Events of Default have been cured or waived
      except nonpayment of the principal and any accrued cash interest
      (including Liquidated Damages, if any) that have become due solely as a
      result of acceleration and if all amounts due to the Trustee under Section
      7.06 have been paid. No such rescission shall affect any subsequent
      Default or impair any right consequent thereto.

            Section 6.03. Other Remedies. If an Event of Default occurs and is
      continuing, the Trustee may pursue any available remedy to collect the
      payment of the principal, the premium, if any, and any accrued cash
      interest (including Liquidated Damages, if any) on the Notes or to enforce
      the performance of any provision of the Notes or this Indenture.


                                       44
<PAGE>
            The Trustee may maintain a proceeding even if the Trustee does not
      possess any of the Notes or produce any of the Notes in the proceeding. A
      delay or omission by the Trustee or any Noteholder in exercising any right
      or remedy accruing upon an Event of Default shall not impair the right or
      remedy or constitute a waiver of, or acquiescence in, the Event of
      Default. No remedy is exclusive of any other remedy. All available
      remedies are cumulative.

            Section 6.04. Waiver of Past Defaults. The Holders of a majority in
      aggregate principal amount of the Notes at the time outstanding, by notice
      to the Trustee (and without notice to any other Noteholder), may waive an
      existing Event of Default and its consequences except (1) an Event of
      Default described in Section 6.01(a) or (b), (2) an Event of Default in
      respect of a provision that under Section 9.02 cannot be amended without
      the consent of each Noteholder affected or (3) an Event of Default which
      constitutes a failure to convert any Note in accordance with the terms of
      Article 11. When an Event of Default is waived, it is deemed cured, but no
      such waiver shall extend to any subsequent or other Event of Default or
      impair any consequent right.

            Section 6.05. Control by Majority. The Holders of a majority in
      aggregate principal amount of the Notes at the time outstanding may direct
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or of exercising any trust or power conferred on
      the Trustee, subject to Section 7.02(d). The Trustee may refuse to follow
      any direction that conflicts with law or this Indenture or that the
      Trustee determines in good faith is prejudicial to the rights of other
      Noteholders or would involve the Trustee in personal liability unless the
      Trustee is offered indemnity satisfactory to it against loss, liability or
      expense.

            Section 6.06. Limitation on Suits. A Noteholder may not pursue any
      remedy with respect to this Indenture or the Notes unless:

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

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

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

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


                                       45
<PAGE>
            (5)   the Holders of a majority in aggregate principal amount of the
Notes at the time outstanding do not give the Trustee a direction inconsistent
with the request during such sixty (60) day period.

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

            Section 6.07. Rights of Holders To Receive Payment. Notwithstanding
      any other provision of this Indenture, the right of any Holder to receive
      payment of the principal amount, premium, if any, Change of Control
      Repurchase Price or any accrued cash interest (including Liquidated
      Damages, if any) in respect of the Notes held by such Holder, on or after
      the respective due dates expressed in the Notes or any Change of Control
      Purchase Date, and to convert the Notes in accordance with Article 10, or
      to bring suit for the enforcement of any such payment on or after such
      respective dates or the right to convert, shall not be impaired or
      affected adversely without the consent of such Holder.

            Section 6.08. Collection Suit by Trustee. If an Event of Default
      described in Section 6.01(a) or (b) occurs and is continuing, the Trustee
      may recover judgment in its own name and as trustee of an express trust
      against the Company for the whole amount owing with respect to the Notes
      and the amounts provided for in Section 7.06.

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

            (a)   to file and prove a claim for the whole amount of the
principal amount, Change of Control Repurchase Price or any accrued cash
interest and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel or any other amounts due the Trustee under
Section 7.06) and of the Holders allowed in such judicial proceeding, and


                                       46
<PAGE>
            (b)   to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

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

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

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

                  (2)   to Noteholders for amounts due and unpaid on the Notes
            for the principal amount, Change of Control Purchase Price or any
            accrued cash interest (including Liquidated Damages, if any) as the
            case may be, ratably, without preference or priority of any kind,
            according to such amounts due and payable on the Notes; and

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

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

            Section 6.11. Undertaking for Costs. In any suit for the enforcement
      of any right or remedy under this Indenture or in any suit against the
      Trustee for any action taken or omitted by it as Trustee, a court in its
      discretion may require the filing by any party litigant (other than the
      Trustee) in the suit of an undertaking to pay the costs of the suit in the
      manner and to the extent provided in the TIA, and the court in its
      discretion may assess reasonable costs, including reasonable attorneys'
      fees and expenses, against any party litigant in the suit, having due
      regard to the merits and good faith of the claims or defenses made by the
      party litigant. This Section 6.11 does not apply to a suit by the Trustee,
      a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more
      than 10% in


                                       47
<PAGE>
      aggregate principal amount of the Notes at the time outstanding.

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

                                   ARTICLE 7
                                    TRUSTEE

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

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

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

            (i)   the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Indenture, and the Trustee shall not be
liable


                                       48
<PAGE>
except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and

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

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

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

            None of the provisions contained in this Indenture shall require the
      Trustee to expend or risk its own funds or otherwise incur personal
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers.

            Section 7.02. Certain Rights of the Trustee. Subject to Section
      7.01:

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

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


                                       49
<PAGE>
                  (c)   the Trustee may consult with counsel of its selection
      and any advice or Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered or
      omitted to be taken by it hereunder in good faith and in accordance with
      such advice or Opinion of Counsel;

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

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

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

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

                  (h)   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


                                       50
<PAGE>
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Securities and this Indenture;
      and

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

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

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

            Section 7.05. Moneys Held by Trustee. Subject to the provisions of
      Section 8.04 hereof, all moneys received by the Trustee shall, until used
      or applied as herein provided, be held in trust for the purposes for which
      they were received, but need not be segregated from other funds except to
      the extent required by mandatory provisions of law. Neither the Trustee
      nor any agent of the Company or the Trustee shall be under any liability
      for interest on any moneys received by it hereunder.

            Section 7.06. Compensation and Indemnification of Trustee and its
      Prior Claim. The Company covenants and agrees to pay to the Trustee from
      time to time, and the Trustee shall be entitled to, such compensation
      (which shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust) to be agreed to in writing
      by the Trustee and the Company (and, in the absence of specific agreement,
      to reasonable compensation), and the Company covenants and agrees to pay
      or reimburse the Trustee and each predecessor Trustee upon its request for
      all expenses,


                                       51
<PAGE>
      disbursements and advances incurred or made by or on behalf of it in
      accordance with any of the provisions of this Indenture (including (i) the
      reasonable compensation and the expenses and disbursements of its counsel
      and of all agents and other persons not regularly in its employ and (ii)
      interest at the prime rate on any disbursements and advances made by the
      Trustee and not paid by the Company within five (5) days after receipt of
      an invoice for such disbursement or advance) except any such expense,
      disbursement or advance as shall be determined by a court of competent
      jurisdiction to have been caused by its own negligence or bad faith. The
      Company also covenants to fully indemnify each of the Trustee, each
      predecessor Trustee, any Authenticating Agent and any officer, director,
      employee or agent of the Trustee, each such predecessor Trustee or any
      such Authenticating Agent for, and to hold it harmless against, any and
      all loss, liability, claim, damage or expense (including legal fees and
      expenses) incurred without negligence or willful misconduct on its part,
      arising out of or in connection with the acceptance or administration of
      this Indenture or the trusts hereunder and its duties hereunder, including
      the costs and expenses of defending itself against or investigating any
      claim of liability in the premises. The obligations of the Company under
      this Section 7.06 to compensate and indemnify the Trustee, each
      predecessor Trustee, any Authenticating Agent and any officer, director,
      employee or agent of the Trustee, each such predecessor Trustee or any
      such Authenticating Agent and to pay or reimburse the Trustee and each
      predecessor Trustee for expenses, disbursements and advances shall
      constitute additional indebtedness hereunder and shall survive the
      satisfaction and discharge of this Indenture. Such additional indebtedness
      shall be a senior claim to that of the Notes upon all property and funds
      held or collected by the Trustee as such, except funds held in trust for
      the benefit of the Holders of particular Notes, and the Notes are hereby
      effectively subordinated to such senior claim to such extent. The
      provisions of this Section 7.06 shall survive the termination of this
      Indenture and the resignation or removal of the Trustee.

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


                                       52
<PAGE>
            Section 7.08. Conflicting Interests. If the Trustee has or shall
      acquire a conflicting interest within the meaning of the TIA, the Trustee
      shall either eliminate such interest or resign, to the extent and in the
      manner provided by, and subject to the provisions of, the TIA.

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

            Section 7.10. Resignation and Removal; Appointment of Successor
      Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed,
      may at any time resign with respect to one or more or all series of Notes
      by giving written notice of resignation to the Company and by mailing
      notice thereof by first class mail to the Holders of Notes at their last
      addresses as they shall appear on the Note Register. Upon receiving such
      notice of resignation, the Company shall promptly appoint a successor
      trustee or trustees by written instrument in duplicate, executed by
      authority of the Board of Directors, one copy of which instrument shall be
      delivered to the resigning Trustee and one copy to the successor trustee
      or trustees. If no successor trustee shall have been so appointed and have
      accepted appointment within thirty (30) days after the mailing of such
      notice of resignation, the resigning trustee may petition, at the expense
      of the Company, any court of competent jurisdiction for the appointment of
      a successor trustee, or any Noteholder who has been a bona fide Holder of
      a Note for at least six (6) months may, subject to the provisions of
      Section 7.11, on behalf of himself and all others similarly situated,
      petition any such court for the appointment of a successor trustee. Such
      court may thereupon, after such notice, if any, as it may deem proper and
      prescribe, appoint a successor trustee.

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

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


                                       53
<PAGE>
            (ii)  the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and shall fail to resign after written request
      therefor by the Company or by any Noteholder; or

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

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

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

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

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

            Section 7.11. Acceptance of Appointment by Successor Trustee. Any
      successor trustee appointed as provided in Section 7.10 shall execute and
      deliver to the Company and to the predecessor trustee an instrument
      accepting such appointment hereunder, and thereupon the resignation or
      removal of the predecessor trustee shall become effective and such
      successor trustee, without any further act, deed or conveyance, shall
      become vested with all rights, powers,


                                       54
<PAGE>
      duties and obligations of its predecessor hereunder, with like effect as
      if originally named as trustee hereunder; but, nevertheless, on the
      written request of the Company or of the successor trustee, upon payment
      of its charges then unpaid, the trustee ceasing to act shall pay over to
      the successor trustee all moneys at the time held by it hereunder and
      shall execute and deliver an instrument transferring to such successor
      trustee all such rights, powers, duties and obligations. Upon request of
      any such successor trustee, the Company shall execute any and all
      instruments in writing for more fully and certainly vesting in and
      confirming to such successor trustee all such rights and powers. Any
      trustee ceasing to act shall, nevertheless, retain a prior claim upon all
      property or funds held or collected by such trustee to secure any amounts
      then due it pursuant to the provisions of Section 7.06.

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

            Upon acceptance of appointment by any successor trustee as provided
      in this Section 7.11, the Company shall mail notice thereof by first class
      mail to the Holders of Notes at their last addresses as they shall appear
      in the Note Register. If the acceptance of appointment is substantially
      contemporaneous with the resignation, then the notice called for by the
      preceding sentence may be combined with the notice called for by Section
      7.10. If the Company fails to mail such notice within ten (10) days after
      acceptance of appointment by the successor trustee, the successor trustee
      shall cause such notice to be mailed at the expense of the Company.

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


                                       55
<PAGE>
      predecessor Trustee or Authenticating Agent and deliver such Notes so
      authenticated; and, in case at that time any of the Notes shall not have
      been authenticated, any successor to the Trustee or any Authenticating
      Agent appointed by such successor Trustee may authenticate such Notes
      either in the name of any predecessor hereunder or in the name of the
      successor Trustee; and in all such cases such certificate shall have the
      full force and effect that this Indenture provides for the certificate of
      authentication of the Trustee; provided that the right to adopt the
      certificate of authentication of any predecessor Trustee or to
      authenticate Notes in the name of any predecessor Trustee shall apply only
      to its successor or successors by merger, conversion or consolidation.

            Section 7.13. Preferential Collection of Claims Against the Company.
      If and when the Trustee shall be or become a creditor of the Company (or
      any other obligor upon the Notes), the Trustee shall be subject to the
      provisions of the TIA regarding the collection of the claims against the
      Company (or any such other obligor).

            Section 7.14. Reports by the Trustee. (a) Within sixty (60) days
      after May 15 of each year commencing with the year 2004, the Trustee shall
      transmit to Holders and other persons such reports dated as of May 15 of
      the year in which such reports are made concerning the Trustee and its
      actions under this Indenture as may be required pursuant to the TIA.

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

            Section 7.15. Trustee to Give Notice of Default, but May Withhold in
      Certain Circumstances. The Trustee shall transmit to the Noteholders, as
      the names and addresses of such Holders appear on the Note Register,
      notice by mail of all Defaults which have occurred, such notice to be
      transmitted within ninety (90) days after the occurrence thereof, unless
      such defaults shall have been cured before the giving of such notice;
      provided that, except in the case of Default in the payment of the
      principal of, premium, if any, or interest (including Liquidated Damages,
      if any) on any of the Notes when due or in the payment of any repurchase
      obligation, the Trustee shall be protected in withholding such notice if
      and so long as the board of directors, the executive committee, or a trust
      committee of directors or trustees and/or Responsible Officers of the
      Trustee in good faith determines that the withholding of such


                                       56
<PAGE>
      notice is in the best interests of the Noteholders.

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

            Section 8.01. Discharge of Indenture. When the Company shall deliver
      to the Trustee for cancellation all Notes theretofore authenticated (other
      than any Notes that have been destroyed, lost or stolen and in lieu of or
      in substitution for which other Notes shall have been authenticated and
      delivered) and not theretofore canceled and if the Company shall also pay
      or cause to be paid all other sums payable hereunder by the Company, then
      this Indenture shall cease to be of further effect, and the Trustee, on
      written demand of the Company accompanied by an Officers' Certificate and
      an Opinion of Counsel as required by Section 11.04 and at the cost and
      expense of the Company, shall execute proper instruments acknowledging
      satisfaction of and discharging this Indenture; the Company, however,
      hereby agrees to reimburse the Trustee for any costs or expenses
      thereafter reasonably and properly incurred by the Trustee and to
      compensate the Trustee for any services thereafter reasonably and properly
      rendered by the Trustee in connection with this Indenture or the Notes.

            Section 8.02. [Intentionally Omitted].

            Section 8.03. Paying Agent to Repay Monies Held. Upon the discharge
      of this Indenture, all monies then held by any Paying Agent of the Notes
      (other than the Trustee) shall, upon written request of the Company, be
      repaid to it or paid to the Trustee, and thereupon such Paying Agent shall
      be released from all further liability with respect to such monies.

            Section 8.04. Return of Unclaimed Monies. Subject to the
      requirements of applicable law, any monies deposited with or paid to the
      Trustee or the Paying Agent for payment of the principal of, premium, if
      any, or interest on Notes and not applied but remaining unclaimed by the
      holders of Notes for two years after the date upon which the principal of,
      premium, if any, or interest on such Notes, as the case may be, shall have
      become due and payable, shall be repaid to the Company by the Trustee or
      the Paying Agent on written demand and all liability of the Trustee or the
      Paying Agent shall thereupon cease with respect to such monies; and the
      Holder of any of the Notes shall thereafter look only to the Company for
      any payment that such Holder may be entitled to collect unless an
      applicable abandoned property law designates another Person.


                                       57
<PAGE>
                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

            Section 9.01. Without Consent of Holders. The Company and the
      Trustee may, from time to time and at any time, enter into an indenture or
      indentures supplemental hereto without the consent of any Noteholder for
      one or more of the following purposes:

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

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

                  (c)   providing for the assumption of the Company's
      obligations to the Holders in the case of a merger, consolidation,
      conveyance, transfer or lease in accordance with Article 5;

                  (d)   reducing the Conversion Price; provided that the
      reduction will not adversely affect the interests of Holders; or

                  (e)   curing any ambiguity or correcting or supplementing any
      defective provision contained in this Indenture; provided that such
      modification or amendment does not adversely affect the interests of the
      Holders.

            Notwithstanding any other provision of the Indenture or the Notes,
      the Registration Rights Agreement and the obligation to pay Liquidated
      Damages thereunder may be amended, modified or waived in accordance with
      the provisions of the Registration Rights Agreement.

            Section 9.02. With Consent of Holders. With the written consent of
      the Holders of at least a majority in aggregate principal amount of the
      Notes at the time outstanding, the Company and the Trustee may, from time
      to time and at any time, enter into an indenture or indentures
      supplemental hereto for the purpose of adding any provisions to or change
      in any manner or eliminating any of the provisions of this Indenture or
      any supplemental indenture or of modifying in any manner the rights of the
      Holders of the Notes. However, without the consent of each Noteholder so
      affected, a supplemental indenture may not:

                  (a)   change the maturity of the principal of or any
      installment


                                       58
<PAGE>
      of interest on any Note (including any payment of Liquidated Damages);

                  (b)   reduce the principal amount of, or any premium or
      interest on (including any payment of Liquidated Damages), any Note;

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

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

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

                  (f)   waive an Event of Default in the payment of principal
      amount of, or any premium or interest on any Note including any payment of
      Liquidated Damages, except a rescission of acceleration of the Notes by
      Holders of at least a majority in aggregate principal amount of the Notes
      and a waiver of the payment default that resulted from such acceleration;

                  (g)   except as permitted herein, increase the Conversion
      Price or modify or amend the provisions of this Indenture relating to the
      conversion of the Note in any manner adverse to the Holders; or

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

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

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

            Section 9.03. Compliance with Trust Indenture Act. Every
      supplemental indenture executed pursuant to this Article shall comply with
      the TIA; provided that this Section 9.03 shall not require such
      supplemental indenture or the Trustee to be qualified under the TIA prior
      to the time such qualification is in fact required under the terms of the
      TIA or the Indenture has


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<PAGE>
      been qualified under the TIA, nor shall it constitute any admission or
      acknowledgment by any party to such supplemental indenture that any such
      qualification is required prior to the time such qualification is in fact
      required under the terms of the TIA or the Indenture has been qualified
      under the TIA.

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

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

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

            Section 9.07. Effect of Supplemental Indentures. Upon the execution
      of any supplemental indenture under this Article, this Indenture shall be
      modified in accordance therewith, and such supplemental indenture shall
      form a part of this Indenture for all purposes; and every Holder of Notes
      theretofore or thereafter authenticated and delivered hereunder shall be
      bound thereby.


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<PAGE>
                                   ARTICLE 10
                                   CONVERSION

            Section 10.01. Conversion Right and Conversion Price. A Holder of a
      Note may convert such Note into shares of Common Stock at any time during
      the periods and subject to the conditions stated in paragraph 6 of the
      Notes, subject to the provisions of this Article 10.

            In the case of a Change of Control for which the Holder exercises
      its repurchase right with respect to a Note or portion thereof, such
      conversion right in respect of the Note or portion thereof shall expire at
      the close of business on the Business Day immediately preceding the Change
      of Control Repurchase Date.

            The price at which shares of Common Stock shall be delivered upon
      conversion (the "CONVERSION PRICE") shall be initially equal to $19.20 per
      share of Common Stock. The Conversion Price shall be adjusted in certain
      instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and
      (i) of Section 10.04 hereof.

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

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

            Notes shall be deemed to have been converted immediately prior to
      the close of business on the day of surrender of such Notes for conversion
      in accordance with the foregoing provisions, and at such time the rights
      of the Holders of such Notes as Holders shall cease, and the Person or
      Persons entitled to receive the Common Stock issuable upon conversion
      shall be treated for all


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<PAGE>
      purposes as the record holder or holders of such Common Stock at such
      time. As promptly as practicable on or after the conversion date, the
      Company shall cause to be issued and delivered to such Conversion Agent a
      certificate or certificates for the number of full shares of Common Stock
      issuable upon conversion, together with payment in lieu of any fraction of
      a share as provided in Section 10.03 hereof.

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

            If shares of Common Stock to be issued upon conversion of a Note
      that is a Restricted Security (a "RESTRICTED NOTE"), or securities to be
      issued upon conversion of a Restricted Note in part only, are to be
      registered in a name other than that of the Holder of such Restricted
      Note, such Holder must deliver to the Conversion Agent a certificate in
      substantially the form of Exhibit B-1 hereto, dated the date of surrender
      of such Restricted Note and signed by such Holder, as to compliance with
      the restrictions on transfer applicable to such Restricted Note. Neither
      the Trustee nor any Conversion Agent, Note Registrar or transfer agent
      shall be required to register in a name other than that of the Holder of
      Notes or shares of Common Stock issued upon conversion of any such
      Restricted Note not so accompanied by a properly completed certificate.

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

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


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

            (1)   the numerator of which shall be the number of shares of Common
      Stock outstanding at the close of business on the Record Date (as defined
      in Section 10.04(g)) fixed for such determination, and

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

Such reduction shall become effective immediately after the opening of business
on the day following the Record Date. For the purpose of this paragraph (a), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company. The Company will not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of the Company. If any dividend or distribution of the type described in this
Section 10.04(a) is declared but not so paid or made, the Conversion 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 to
      all holders of its outstanding shares of Common Stock entitling them to
      subscribe for or purchase shares of Common Stock (or securities
      convertible into Common Stock) at a price per share (or having a
      conversion price per share) less than the Current Market Price (as defined
      in Section 10.04(g)) on the Record Date fixed for the determination of
      stockholders entitled to receive such rights or warrants, the Conversion
      Price shall be adjusted so that the same shall equal the price


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<PAGE>
      determined by multiplying the Conversion Price in effect immediately prior
      to such Record Date by a fraction:

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

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

            Such adjustment shall become effective immediately after the opening
      of business on the day following the Record Date fixed for determination
      of stockholders entitled to receive such rights or warrants. To the extent
      that shares of Common Stock (or securities convertible into Common Stock)
      are not delivered pursuant to such rights or warrants, upon the expiration
      or termination of such rights or warrants the Conversion Price shall be
      readjusted to the Conversion Price which would then be in effect had the
      adjustments made upon the issuance of such rights or warrants been made on
      the basis of the delivery of only the number of shares of Common Stock (or
      securities convertible into Common Stock) actually delivered. In the event
      that such rights or warrants are not so issued, the Conversion Price shall
      again be adjusted to be the Conversion Price which would then be in effect
      if such Record Date 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 and any amount payable on exercise or conversion thereof, the
      value of such consideration if other than cash, to be determined by the
      Board of Directors.

                  (d)   In case the Company shall, by dividend or otherwise,
      distribute to all holders of Common Stock or shares of Capital Stock of
      the Company (other than any dividends or distributions to which Section
      10.04(a) applies) evidences of its indebtedness, cash or other assets,
      including securities, but excluding (1) any rights or warrants referred to
      in Section 10.04(c), (2) any stock, securities or other property or assets
      (including cash) distributed in connection with a reclassification,
      change, merger, consolidation, statutory share exchange, combination, sale
      or conveyance to which Section 10.11 hereof


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<PAGE>
      applies and (3) dividends and distributions paid exclusively in cash (the
      securities described in foregoing clauses (1), (2) and (3) hereinafter in
      this Section 10.04(d) called the "EXCLUDED SECURITIES"), then, in each
      such case (unless the Company elects to reserve such securities for
      distribution to the Noteholders upon the conversion of the Notes so that
      any such Holder converting Notes will receive upon such conversion, in
      addition to the shares of Common Stock to which such Holder is entitled,
      the amount and kind of such securities which such Holder would have
      received if such Holder had converted its Notes into Common Stock
      immediately prior to the Record Date), subject to the second succeeding
      paragraph of this Section 10.04(d), the Conversion Price shall be adjusted
      so that the same shall be equal to the price determined by multiplying the
      Conversion Price in effect immediately prior to the close of business on
      the Record Date (as defined in Section 10.04(g)) with respect to such
      distribution by a fraction:

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

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

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

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


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

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

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

            (ii)  are not exercisable; and

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

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

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

            (2)   in the case of such rights or warrants all of which shall have
      expired or been terminated without exercise, the Conversion Price shall be


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<PAGE>
      readjusted as if such rights and warrants had never been issued.

            No adjustment of the Conversion Price shall be made pursuant to this
      Section 10.04(d) in respect of rights or warrants distributed or deemed
      distributed on any Trigger Event to the extent that such rights or
      warrants are actually distributed, or reserved by the Company for
      distribution to holders of Notes upon conversion by such holders of Notes
      to Common Stock.

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

            (1)   a dividend or distribution of the evidences of indebtedness,
      assets, shares of Capital Stock, rights or warrants other than such shares
      of Common Stock, such subdivision or combination or such rights or
      warrants to which Sections 10.04(a), 10.04(b) and 10.04(c) apply,
      respectively (and any Conversion Price reduction required by this Section
      10.04(d) with respect to such dividend or distribution shall then be
      made), immediately followed by

            (2)   a dividend or distribution of such shares of Common Stock,
      such subdivision or combination or such rights or warrants (and any
      further Conversion Price reduction required by Sections 10.04(a), 10.04(b)
      and 10.04(c) with respect to such dividend or distribution shall then be
      made), except:

                  (A)   the Record Date of such dividend or distribution shall
            be substituted as (x) "the date fixed for the determination of
            stockholders entitled to receive such dividend or other
            distribution," "Record Date fixed for such determinations" and
            "Record Date" within the meaning of Section 10.04(a), (y) "the day
            upon which such subdivision becomes effective" and "the day upon
            which such combination becomes effective" within the meaning of
            Section 10.04(b), and (z) as "the date fixed for the determination
            of stockholders entitled to receive such rights or warrants," "the
            Record Date fixed for the determination of the stockholders entitled
            to receive such rights or warrants" and such "Record Date" within
            the meaning of Section 10.04(c), and

                  (B)   any shares of Common Stock included in such dividend or
            distribution shall not be deemed "outstanding at the close of
            business on the date fixed for such determination" within the
            meaning of Section 10.04(a) and any reduction or increase in the
            number of shares of Common Stock resulting from such subdivision or
            combination shall be


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<PAGE>
            disregarded in connection with such dividend or distribution.

            (e)   In case the Company shall, by dividend or otherwise,
      distribute cash to all holders of its Common Stock (excluding any cash
      that is distributed upon a reclassification, change, merger,
      consolidation, statutory share exchange, combination, sale or conveyance
      to which Section 10.11 hereof applies or as part of a distribution
      referred to in Section 10.04(d) hereof), then and in each such case,
      immediately after the close of business on such date, the Conversion Price
      shall be reduced so that the same shall equal the price determined by
      multiplying the Conversion Price in effect immediately prior to the close
      of business on such Record Date by a fraction:

            (i)   the numerator of which shall be equal to the Current Market
      Price on the Record Date less an amount equal to the quotient of (x) such
      amount distributed to all holders of its Common Stock and (y) the number
      of shares of Common Stock outstanding on the Record Date, and

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

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

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

            (1)   the aggregate of the cash plus the fair market value (as
      determined by the Board of Directors, whose determination shall be
      conclusive and set forth in a Board Resolution), as of the expiration of
      such tender offer, of


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<PAGE>
      other 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 twelve (12) months preceding the expiration of
      such tender offer and in respect of which no adjustment pursuant to this
      Section 10.04(f) has been made, and

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

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

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

Such reduction (if any) shall become effective immediately prior to the opening
of business on the day following the Expiration Time. In the event that the
Company or any such Subsidiary, as the case may be, is obligated to purchase
shares pursuant to any such tender offer, but the Company or any such
Subsidiary, as the case may be, 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


                                       69
<PAGE>
Conversion Price which would then be in effect if such tender offer had not been
made. If the application of this Section 10.04(f) to any tender offer would
result in an increase in the Conversion Price, no adjustment shall be made for
such tender offer under this Section 10.04(f).

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

            (1)   "CURRENT MARKET PRICE" shall mean the average of the daily
      Closing Prices per share of Common Stock for the ten (10) consecutive
      Trading Days immediately prior to the date in question; provided, however,
      that if:

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

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

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


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<PAGE>
            For purposes of any computation under Section 10.04(f), the Current
      Market Price of the Common Stock on any date shall be deemed to be the
      average of the daily Closing Prices per share of Common Stock for such day
      and the next two (2) succeeding Trading Days; provided, however, that if
      the "ex" date for any event (other than the tender offer requiring such
      computation) that requires an adjustment to the Conversion Price pursuant
      to Section 10.04(a), (b), (c), (d), (e) or (f) occurs on or after the
      Expiration Time for the tender offer requiring such computation and prior
      to the day in question, the Closing Price for each Trading Day on and
      after the "ex" date for such other event shall be adjusted by multiplying
      such Closing Price by the reciprocal of the fraction by which the
      Conversion Price is so required to be adjusted as a result of such other
      event. For purposes of this paragraph, the term "ex" date, when used:

                  (A)   with respect to any issuance or distribution, means the
            first date on which the Common Stock trades regular way on the
            relevant exchange or in the relevant market from which the Closing
            Price was obtained without the right to receive such issuance or
            distribution;

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

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

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

            (2)   "FAIR MARKET VALUE" shall mean the amount which a willing
      buyer would pay a willing seller in an arm's length transaction.

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


                                       71
<PAGE>
            (h)   The Company may make such reductions in the Conversion Price,
      in addition to those required by Section 10.04(a), (b), (c), (d), (e) or
      (f), as the Board of Directors considers to be advisable to avoid or
      diminish any income tax to holders of Common Stock or rights to purchase
      Common Stock resulting from any dividend or distribution of stock (or
      rights to acquire stock) or from any event treated as such for income tax
      purposes.

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

            (i)   No adjustment in the Conversion Price shall be required unless
      such adjustment would require an increase or decrease of at least 1% in
      such price; provided, however, that any adjustments which by reason of
      this Section 10.04(i) are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment. All calculations
      under this Article 10 shall be made by the Company and shall be made to
      the nearest one hundredth of a cent or to the nearest one hundredth of a
      share, as the case may be. No adjustment need be made for a change in the
      par value or no par value of the Common Stock.

            (j)   In any case in which this Section 10.04 provides that an
      adjustment shall become effective immediately after a Record Date for an
      event, the Company may defer until the occurrence of such event (i)
      issuing to the Holder of any Note converted after such Record Date and
      before the occurrence of such event the additional shares of Common Stock
      issuable upon such conversion by reason of the adjustment required by such
      event over and above the Common Stock issuable upon such conversion before
      giving effect to such adjustment and (ii) paying to such Holder any amount
      in cash in lieu of any fraction pursuant to Section 10.03 hereof.

            (k)   For purposes of this Section 10.04, the number of shares of
      Common Stock at any time outstanding shall not include shares held in the
      treasury of the Company but shall include shares issuable in respect of
      scrip


                                       72
<PAGE>
      certificates issued in lieu of fractions of shares of Common Stock. The
      Company will not pay any dividend or make any distribution on shares of
      Common Stock held in the treasury of the Company.

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

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

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

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

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

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

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.03 hereof, and shall cause
to be provided


                                       73
<PAGE>
to the Trustee and all Holders in accordance with Section 11.02 hereof, at least
twenty (20) days (or ten (10) days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                  (A)   the date on which a record is to be taken for the
            purpose of such dividend, distribution, rights or warrants, or, if a
            record is not to be taken, the date as of which the holders of
            Common Stock of record to be entitled to such dividend,
            distribution, rights or warrants are to be determined, or

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

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

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

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

            Section 10.09. Covenant as to Common Stock. The Company covenants
      that all shares of Common Stock which may be issued upon


                                       74
<PAGE>
      conversion of Notes will upon issue be fully paid and nonassessable and,
      except as provided in Section 10.08, the Company will pay all taxes, Liens
      and charges with respect to the issue thereof.

            Section 10.10. Cancellation of Converted Notes. All Notes delivered
      for conversion shall be delivered to the Trustee to be canceled by or at
      the direction of the Trustee, which shall dispose of the same as provided
      in Section 2.11.

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

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

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

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

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee and the Company a supplemental indenture (which
shall comply with the TIA as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) providing that such Note shall be convertible into the kind and amount
of shares of stock and other securities or property or assets (including cash)
which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Notes been converted into Common Stock
immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder
of Common Stock did not exercise its rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised


                                       75
<PAGE>
("NON-ELECTING SHARE"), then for the purposes of this Section 10.11 the kind and
amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for each Non-Electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-Electing Shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 10. If, in the case of any such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance, the stock or other securities and assets receivable thereupon by a
holder of shares of Common Stock includes shares of stock or other securities
and assets of a corporation other than the successor or purchasing corporation,
as the case may be, in such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance, then such
supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Board of Directors shall reasonably consider necessary by
reason of the foregoing, including to the extent practicable the provisions
providing for the repurchase rights set forth in Section 3.02 hereof.

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

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

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

            Section 10.12. Responsibility of Trustee for Conversion Provisions.
      The Trustee, subject to the provisions of Section 7.01 hereof, and any
      Conversion Agent shall not at any time be under any duty or responsibility
      to any Holder of Notes to determine whether any facts exist which may
      require any adjustment of the Conversion Price, or with respect to the
      nature or intent of any such adjustments when made, or with respect to the
      method employed, or herein or in any supplemental indenture provided to be
      employed, in making the same. Neither the Trustee, subject to the
      provisions of Section 7.01 hereof, nor any Conversion Agent shall be
      accountable with respect to the validity or value (of the kind or amount)
      of any Common Stock, or of any other securities


                                       76
<PAGE>
      or property, which may at any time be issued or delivered upon the
      conversion of any Note; and it or they do not make any representation with
      respect thereto. Neither the Trustee, subject to the provisions of Section
      7.01 hereof, nor any Conversion Agent shall be responsible for any failure
      of the Company to make any cash payment or to issue, transfer or deliver
      any shares of stock or share certificates or other securities or property
      upon the surrender of any Note for the purpose of conversion; and the
      Trustee, subject to the provisions of Section 7.01 hereof, and any
      Conversion Agent shall not be responsible or liable for any failure of the
      Company to comply with any of the covenants of the Company contained in
      this Article.

                                   ARTICLE 11
                                  MISCELLANEOUS

            Section 11.01. Trust Indenture Act Controls. This Indenture is
      hereby made subject to, and shall be governed by, the provisions of the
      TIA required to be part of and to govern indentures qualified under the
      TIA; provided, however, that, unless otherwise required by law,
      notwithstanding the foregoing, this Indenture and the Notes issued
      hereunder shall not be subject to the provisions of subsections (a)(1),
      (a)(2), and (a)(3) of Section 314 of the TIA as now in effect or as
      hereafter amended or modified; provided further that this Section 11.01
      shall not require this Indenture or the Trustee to be qualified under the
      TIA prior to the time such qualification is in fact required under the
      terms of the TIA, nor shall it constitute any admission or acknowledgment
      by any party to the Indenture that any such qualification is required
      prior to the time such qualification is in fact required under the terms
      of the TIA. If any provision of this Indenture limits, qualifies, or
      conflicts with another provision which is required to be included in this
      Indenture by the TIA, the required provision shall control.

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


                                       77
<PAGE>
            if to the Company:


      Wabash National Corporation
      1000 Sagamore Parkway South
      Lafayette, Indiana  47905
      Attention: Treasurer
      Facsimile No.  (765) 771-5308


      if to the Trustee:

      Wachovia Bank, National Association
      1021 East Cary Street, Third Floor__VA9646
      Richmond, Virginia 23219
      Attention:    Corporate Trust Department
      Facsimile No. (804) 697-7140

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

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

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

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

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


                                       78
<PAGE>
            Section 11.04. Certificate and Opinion as to Conditions Precedent .
      Upon any request or application by the Company to the Trustee to take any
      action under this Indenture, the Company shall furnish to the Trustee:

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

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

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

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

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

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

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

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

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

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


                                       79
<PAGE>
            Section 11.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES WILL BE
      GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      NEW YORK.

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

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

            Section 11.12. Benefits of Indenture. Nothing in this Indenture or
      in the Notes, express or implied, shall give to any Person, other than the
      parties hereto, any Paying Agent, any authenticating agent, any Note
      Registrar and their successors hereunder and the holders of Notes, any
      benefit or any legal or equitable right, remedy or claim under this
      Indenture.

            Section 11.13. Table of Contents, Heading, Etc. The table of
      contents and the titles and headings of the Articles and Sections of this
      Indenture have been inserted for convenience of reference only, are not to
      be considered a part hereof, and shall in no way modify or restrict any of
      the terms or provisions hereof.

            Section 11.14. Authenticating Agent. The Trustee may appoint an
      authenticating agent (the "AUTHENTICATING AGENT") that shall be authorized
      to act on its behalf, and subject to its direction, in the authentication
      and delivery of Notes in connection with the original issuance thereof and
      transfers and exchanges of Notes hereunder, including under Sections 2.03,
      2.07, 2.08, 2.10, 3.05 and 10.02, as fully to all intents and purposes as
      though the authenticating agent had been expressly authorized by this
      Indenture and those Sections to authenticate and deliver Notes. For all
      purposes of this Indenture, the authentication and delivery of Notes by
      the Authenticating Agent shall be deemed to be authentication and delivery
      of such Notes "by the Trustee" and a certificate of authentication
      executed on behalf of the Trustee by an Authenticating Agent shall be
      deemed to satisfy any requirement hereunder or in the Notes for the
      Trustee's certificate of authentication. Such Authenticating Agent shall
      at all times be a Person eligible to serve as trustee hereunder


                                       80
<PAGE>
      pursuant to Section 7.09.

            Any corporation into which any Authenticating Agent may be merged or
      converted or with which it may be consolidated, or any corporation
      resulting from any merger, consolidation or conversion to which any
      Authenticating Agent shall be a party, or any corporation succeeding to
      all or substantially all the corporate trust business of any
      Authenticating Agent, shall be the successor of the Authenticating Agent
      hereunder, if such successor corporation is otherwise eligible under this
      Section 11.14, without the execution or filing of any paper or any further
      act on the part of the parties hereto or the Authenticating Agent or such
      successor corporation.

            Any Authenticating Agent may at any time resign by giving written
      notice of resignation to the Trustee and to the Company. The Trustee may
      at any time terminate the agency of any Authenticating Agent by giving
      written notice of termination to such Authenticating Agent and to the
      Company. Upon receiving such a notice of resignation or upon such a
      termination, or in case at any time any Authenticating Agent shall cease
      to be eligible under this Section, the Trustee shall either promptly
      appoint a successor Authenticating Agent or itself assume the duties and
      obligations of the former Authenticating Agent under this Indenture and,
      upon such appointment of a successor Authenticating Agent, if made, shall
      give written notice of such appointment of a successor Authenticating
      Agent to the Company and shall mail notice of such appointment of a
      successor Authenticating Agent to all holders of Notes as the names and
      addresses of such holders appear on the Note Register.

            The Company agrees to pay to the Authenticating Agent from time to
      time such reasonable compensation for its services as shall be agreed upon
      in writing between the Company and the Authenticating Agent.

            The provisions of Sections 2.12, 7.03, 7.04, 7.07 and this Section
      11.14 shall be applicable to any Authenticating Agent.

            Section 11.15. Execution in Counterparts. This Indenture may be
      executed in any number of counterparts, each of which shall be an
      original, but such counterparts shall together constitute but one and the
      same instrument.


                                       81
<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.

                                            WABASH NATIONAL CORPORATION


                                            By: /s/  Mark R. Holden
                                                --------------------------------
                                                  Name:  Mark R. Holden
                                                  Title: Senior Vice President
                                                         and Chief Financial
                                                         Officer


                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Trustee


                                            By:
                                                --------------------------------
                                                  Name:
                                                  Title:
<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.

                                            WABASH NATIONAL CORPORATION


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


                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Trustee


                                            By: /s/ Monique Green
                                                --------------------------------
                                                  Name:  Monique Green
                                                  Title: Vice President
<PAGE>
                                   EXHIBIT A

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

      TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

      [IF REQUIRED PURSUANT TO SECTION 2.07(d)] [THIS SECURITY AND THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION) (THE "RESALE RESTRICTION PERIOD") WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH WABASH NATIONAL CORPORATION OR ANY AFFILIATE OF
<PAGE>
WABASH NATIONAL CORPORATION WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH ENTITY) ONLY (A) TO WABASH NATIONAL CORPORATION OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C)
OUTSIDE THE UNTIED STATES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (D) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) or (7)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIME WITHIN ITS OR THEIR CONTROL. IF ANY RESALE OR OTHER TRANSFER OF
THIS SECURITY OR SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY
IS PROPOSED TO BE MADE PURSUANT TO CLAUSE (D) OF THIS PARAGRAPH PRIOR TO THE
EXPIRATION OF THE RESALE RESTRICTION PERIOD (OR THE DATE OF REGISTRATION
THEREOF), THE TRANSFEROR SHALL BE REQUIRED TO DELIVER A LETTER FROM THE
TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2), (3) or (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY OR THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION
OF THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT. PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD,
THE


                                       2
<PAGE>
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE EXPIRATION OF THE RESALE RESTRICTION PERIOD.]


                                       3
<PAGE>
                          WABASH NATIONAL CORPORATION
                    3-1/4% Convertible Senior Notes due 2008

No.                                                  CUSIP:
Issue Date:


            WABASH NATIONAL CORPORATION, a Delaware corporation promises to pay
      to ____________ or registered assigns, the principal sum of _____________
      ($___________) on August 1, 2008.

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

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

Dated:                                      WABASH NATIONAL CORPORATION


                                            By:   ______________________________
                                                  Name:
                                                  Title:


                            TRUSTEE'S CERTIFICATE OF
                                 AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture (as
defined on the other side of this Note).

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

By:__________________________
      Authorized Signatory

By:__________________________
    As Authenticating Agent
   (if different from Trustee)

Dated:_______________________
<PAGE>
                             [REVERSE SIDE OF NOTE]

                    3-1/4% Convertible Senior Note due 2008

1.    Cash Interest.

      The Company promises to pay interest in cash on the principal amount of
this Note at the rate per annum of 3.25%. The Company will pay cash interest
semiannually in arrears on August 1 and February 1 of each year (each an
"INTEREST PAYMENT DATE"), beginning February 1, 2004, to Holders of record at
the close of business on July 15 and January 15 (whether or not a Business Day)
(each a "REGULAR RECORD DATE"), as the case may be, immediately preceding such
Interest Payment Date, and the Company will pay interest in arrears on the
Maturity Date to the Holder to whom it pays the principal of this Note. Cash
interest on the Notes will accrue from the most recent date to which interest
has been paid or duly provided or, if no interest has been paid, from the Issue
Date. Cash interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay cash interest on overdue principal at the
rate borne by the Notes plus 2% per annum, and it shall pay interest in cash on
overdue installments of cash interest (including Liquidated Damages, if any) at
the same rate to the extent lawful. All such overdue cash interest shall be
payable on demand. The Company further promises to pay Liquidated Damages that
it may from time to time be required to pay pursuant to Section 2(e) of the
Registration Rights Agreement at the same time and in the same manner as
payments of interest as specified herein.

2.    Method of Payment.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of, premium, if any, and cash interest
on this Note and in respect of Change of Control Repurchase Prices to Holders
who surrender Notes to a Paying Agent to collect such payments in respect of the
Notes. The Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.
A Holder of Notes with an aggregate principal amount in excess of $5,000,000
will be paid by wire transfer in immediately available funds at the election of
such Holder. Any payment required to be made on any day that is not a Business
Day will be made on the next succeeding Business Day.


                                       1
<PAGE>
3.    Paying Agent, Conversion Agent and Note Registrar.

      Initially, Wachovia Bank, National Association (the "TRUSTEE"), will act
as Paying Agent, Conversion Agent and Note Registrar. The Company may appoint
and change any Paying Agent, Conversion Agent, Note 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, Note Registrar or co-registrar.

4.    Indenture.

      The Company issued the Notes under an Indenture dated as of August 1, 2003
(the "INDENTURE"), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as in effect from time to time
(the "TIA"). Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all such
terms, and Noteholders are referred to the Indenture and the TIA for a statement
of those terms.

      The Notes are general unsecured obligations of the Company limited to
$125,000,000 aggregate principal amount (subject to Section 2.08 of the
Indenture). The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

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

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

      Subject to the conditions provided in the Indenture, the Company may elect
to pay the Change of Control Repurchase Price in Common Stock by delivering a
number of shares of Common Stock equal to (i) the Change of Control Repurchase
Price divided by (ii) 95% of the average of the Closing Prices per share of the
Common Stock for the five (5) consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Change of Control Repurchase Date.

      No fractional shares of Common Stock will be issued upon repurchase of


                                       2
<PAGE>
any Notes. Instead of any fractional share of Common Stock which would otherwise
be issued upon conversion of such Notes, the Company shall pay a cash adjustment
as provided in the Indenture.

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

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

6.    Conversion.

Conversion Based on Trading Price of the Common Stock

      Subject to the provisions of this paragraph 6 and notwithstanding the fact
that any other condition to conversion described below has not been satisfied,
the Holder may convert this Note, or any portion of the principal amount hereof
that is at least $1,000 or an integral multiple thereof, into Common Stock (i)
in any fiscal quarter commencing after September 30, 2003, if, as of the last
day of the preceding fiscal quarter, the Closing Price of the Common Stock for
at least twenty (20) Trading Days in a period of thirty (30) consecutive Trading
Days ending on the last Trading Day of such preceding fiscal quarter is greater
than 110% of the Conversion Price on the last Trading Day of such preceding
fiscal quarter and (ii) if the Closing Price of the Common Stock for at least
twenty (20) Trading Days in a period of 30 consecutive Trading Days ending on
the last Trading Day prior to the final maturity date of the Notes is greater
than 110% of the Conversion Price on the last day prior to the maturity date. If
either of the foregoing conditions is satisfied, then this Note, or portions
thereof, will be convertible at any time at the option of the Holder, through
the close of business on the maturity date of the Notes.

      Conversion Based on Trading Price of the Securities.

      Subject to the provisions of this paragraph 6 and the Indenture and
notwithstanding the fact that any other condition to conversion described below
has not been satisfied, the Holder may convert this Note, or portions thereof,
into Common Stock at any time prior to maturity following any period of ten
consecutive Trading Days in which the average of the Closing Prices per $1,000
principal amount of Notes for that period of ten Trading Days was less than 95%
of the average Conversion Value (as defined below) for the Notes during that
period; provided, however, the Holder may not convert this Note, or portions
thereof, if the average Closing Price of the Common Stock for such period of ten
consecutive Trading Days was between the then current Conversion Price and 110%
of the then applicable Conversion Price.


                                       3
<PAGE>
            The "CONVERSION VALUE" of a Note is equal to the product of the
Closing Price for shares of Common Stock on a given day multiplied by the then
current conversion rate, which is the number of shares of Common Stock into
which each note is then convertible. The trading price of the Notes on any date
of determination means the average of the secondary market bid quotations per
$1,000 principal amount of Notes obtained by the Company or the Trustee for
$2,500,000 principal amount of Notes at approximately 3:30 p.m., New York City
time, on such determination date from two independent nationally recognized
securities dealers the Company selects, provided that if at least two such bids
cannot reasonably be obtained by the Company or the Trustee, but one such bid is
obtained, then this one bid shall be used.

      Conversion upon Occurrence of Specified Corporate Transactions.

      Subject to the provisions of this paragraph 6 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 or a transfer of all or substantially all of its assets and, as a
result, holders of Common Stock would be entitled to receive stock, other
securities, other property or assets (including cash or any combination thereof)
as set forth in Section 10.11 of the Indenture, this Note (or any portion
thereof) may be surrendered for conversion at any time from and after the date
which is fifteen (15) days prior the date announced by the Company as the
anticipated effective time until fifteen (15) days after the actual effective
date of such transaction, and at the effective time of such transaction the
right to convert this Note 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 this
Note immediately prior to the transaction.

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

      The initial Conversion Price shall be initially equal to $19.20 per share
of Common Stock, subject to adjustment in certain events described in the
Indenture. The Company shall pay a cash adjustment as provided in the Indenture
in lieu of any fractional share of Common Stock.

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


                                       87
<PAGE>
7.    Denominations; Transfer; Exchange.

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

8.    Persons Deemed Owners.

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

9.    Unclaimed Money or Notes.

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

10.   Amendment; Waiver.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain Defaults or Events of Default may be waived with
the written consent of the Holders of a majority in aggregate principal amount
of the Notes at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Noteholder, the Company and the
Trustee may amend the Indenture or the Notes, among other things, to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture.

11.   Defaults and Remedies.

      Under the Indenture, Events of Default include (1) the Company fails to
pay when due the principal of or premium, if any, on any of the Notes at
maturity, upon exercise of a repurchase right or otherwise; (2) the Company
fails to pay an installment of interest (including Liquidated Damages, if any)
on any of the Notes that continues for thirty (30) days after the date when due;
(3) the Company fails to deliver shares of Common Stock, together with cash in
lieu of fractional shares, when such Common Stock or cash in lieu of fractional


                                       5
<PAGE>

shares is required to be delivered upon conversion of a Note and such failure
continues for ten (10) days after such required delivery date; (4) the Company
fails to give notice regarding a Change of Control within the time period
specified in the Indenture; (5) the Company fails to perform or observe any
other term, covenant or agreement contained in the Notes or the Indenture for a
period of sixty (60) days after written notice of such failure, requiring the
Company to remedy the same, shall have been given to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding; (6) (A) the Company or any
Significant Subsidiary fails to make any payment by the end of the applicable
grace period, if any, after the final scheduled payment date for such payment
with respect to any indebtedness for borrowed money in an aggregate amount in
excess of $10 million or (B) indebtedness for borrowed money of the Company or
any Significant Subsidiary in an aggregate amount in excess of $10 million shall
have been accelerated or otherwise declared due and payable, or required to be
prepaid or repurchased (other than by regularly scheduled required prepayment)
prior to the scheduled maturity thereof as a result of a default with respect to
such indebtedness referred to in subclause (A) or (B) hereof, in either case
without such having been discharged, cured, waived, rescinded or annulled, for a
period of thirty (30) days after receipt by the Company of a Notice of Default;
and (7) certain events of bankruptcy, insolvency or reorganization with respect
to the Company or any Significant Subsidiary or any Subsidiaries of the Company
which in the aggregate would constitute a Significant Subsidiary. If an Event of
Default (other than an Event of Default specified in clause (7) above) occurs
and is continuing, the Trustee, or the Holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding, may declare all the Notes
to be due and payable immediately. Certain events of bankruptcy or insolvency
are Events of Default which will result in the Notes becoming due and payable
immediately upon the occurrence of such Events of Default.

Noteholders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless
it receives reasonable indemnity or security. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Noteholders notice of any continuing Default (except a
Default in payment of amounts specified in clause (1) or (2) above) if it
determines that withholding notice is in their interests.

12. Trustee Dealings with the Company.

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

                                       6
<PAGE>

13. No Recourse Against Others.

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

14. Authentication.

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

15. Abbreviations.

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

16. GOVERNING LAW.

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

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

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

                                  Wabash National Corporation
                                  1000 Sagamore Parkway South
                                  Lafayette, Indiana  47905



                                       7
<PAGE>

                                CONVERSION NOTICE

TO:      WABASH NATIONAL CORPORATION
         WACHOVIA BANK, NATIONAL ASSOCIATION

            The undersigned registered owner of this Note hereby irrevocably
      exercises the option to convert this Note, or the portion thereof (which
      is $1,000 or an integral multiple thereof) below designated, into shares
      of Common Stock of Wabash National Corporation in accordance with the
      terms of the Indenture referred to in this Note, and directs that the
      shares issuable and deliverable upon such conversion, together with any
      check in payment for fractional shares and any Notes representing any
      unconverted principal amount hereof, be issued and delivered to the
      registered Holder hereof unless a different name has been indicated below.
      If shares or any portion of this Note not converted are to be issued in
      the name of a person other than the undersigned, the undersigned will
      provide the appropriate information below and pay all transfer taxes
      payable with respect thereto. Any amount required to be paid by the
      undersigned on account of interest accompanies this Note.

Dated: ___________________

                                                     ---------------------------
                                                     Signature(s)

                                                     Signature(s) must be
                                                     guaranteed by an "eligible
                                                     guarantor institution"
                                                     meeting the requirements of
                                                     the Note Registrar, which
                                                     requirements include
                                                     membership or participation
                                                     in the Security Transfer
                                                     Agent Medallion Program
                                                     ("STAMP") or such other
                                                     "signature guarantee
                                                     program" as may be
                                                     determined by the Note
                                                     Registrar in addition to,
                                                     or in substitution for,
                                                     STAMP, all in accordance
                                                     with the Securities
                                                     Exchange Act of 1934, as
                                                     amended.

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

                                                     Signature Guarantee







<PAGE>

      Fill in the registration of shares of Common Stock if to be issued, and
Notes if to be delivered, other than to and in the name of the registered
Holder:

---------------------------------
(Name)

---------------------------------
(Street Address)

---------------------------------
(City, State and Zip Code)

---------------------------------
Please print name and address

Principal amount to be converted (if less than all):

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

Social Security or Other Taxpayer
Identification Number:

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




<PAGE>

                       CHANGE OF CONTROL REPURCHASE NOTICE

TO:      WABASH NATIONAL CORPORATION
         WACHOVIA BANK, NATIONAL ASSOCIATION

            The undersigned registered owner of this Note hereby irrevocably
      acknowledges receipt of a notice from Wabash National Corporation (the
      "Company") as to the occurrence of a Change of Control with respect to the
      Company and requests and instructs the Company to repay the entire
      principal amount of this Note (Certificate No.____), or the portion
      thereof (which is $1,000 or an integral multiple thereof) below
      designated, in accordance with the terms of the Indenture referred to in
      this Note to the registered Holder hereof. If the Company has elected to
      pay the Change of Control Repurchase Price in Common Stock, the
      undersigned hereby elects to receive the Change of Control Repurchase
      Price in Common Stock.

Dated: ___________________

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

                        ------------------------------
                        Signature(s)

                        NOTICE: The above signatures of the holder(s) hereof
                        must correspond with the name as written upon the face
                        of the Note in every particular without alteration or
                        enlargement or any change whatever.

                        Principal amount to be repaid (if less than all):

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




                        ------------------------------
                        Social Security or Other
                        Taxpayer Identification Number


<PAGE>

                                   ASSIGNMENT

                  For value received

      __________________________________________ hereby sell(s) assign(s) and
      transfer(s) unto ____________________________________________ (Please
      insert social security or other Taxpayer Identification Number of
      assignee) the within Note, and hereby irrevocably constitutes and appoints
      ____________________________________ attorney to transfer said Note on the
      books of the Company, with full power of substitution in the premises.

      In connection with any transfer of the Note prior to the expiration of the
holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision) (other than any transfer pursuant to
a registration statement that has been declared effective under the Securities
Act), the undersigned confirms that such Note is being transferred:

     [ ]    To Wabash National Corporation or a subsidiary thereof; or

     [ ]    Inside the United States pursuant to and in compliance with Rule
            144A under the Securities Act of 1933, as amended; or

     [ ]    Inside the United States to an Institutional Accredited Investor
            pursuant to and in compliance with the Securities Act of 1933, as
            amended; or

     [ ]    Outside the Unites States in compliance with Rule 904 under the
            Securities Act; or

     [ ]    Pursuant to and in compliance with Rule 144 under the Securities Act
            of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").

     [ ]     The transferee is an Affiliate of the Company.

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

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


                                      A-1
<PAGE>

                                                     ---------------------------
                                                     Signature(s)

                                                     Signature(s) must be
                                                     guaranteed by an "eligible
                                                     guarantor institution"
                                                     meeting the requirements of
                                                     the Note Registrar, which
                                                     requirements include
                                                     membership or participation
                                                     in the Security Transfer
                                                     Agent Medallion Program
                                                     ("STAMP") or such other
                                                     "signature guarantee
                                                     program" as may be
                                                     determined by the Note
                                                     Registrar in addition to,
                                                     or in substitution for,
                                                     STAMP, all in accordance
                                                     with the Securities
                                                     Exchange Act of 1934, as
                                                     amended.

                                                     ---------------------------
                                                     Signature Guarantee

NOTICE: The signature of the conversion notice, the Change of Control Repurchase
Notice or the assignment must correspond with the name as written upon the face
of the Note in every particular without alteration or enlargement or any change
whatever.



                                      A-2
<PAGE>


                                   EXHIBIT B-1

                              Transfer Certificate

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

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

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

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

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

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

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

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

[ ]   The transferee is an Affiliate of the Company.



DATE:
     ----------------------------------------
     ----------------------------------------
                                                                    Signature(s)

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


                                     B-1-1
<PAGE>

                                   EXHIBIT B-2

      Form of Letter to Be Delivered by Institutional Accredited Investors

Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana  47905
Attention:  Treasurer

Wachovia Bank, National Association

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

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

------------------------------------
Attention:
            ------------------------

Dear Sirs:

            We are delivering this letter in connection with the proposed
      transfer of $_____________ principal amount of the ___% Convertible Senior
      Notes due 2008 (the "NOTES") of Wabash National Corporation (the
      "COMPANY").

            We hereby confirm that:

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

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

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

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

            We understand that the Notes were originally offered and sold in a

                                     B-2-2
<PAGE>

            transaction not involving any public offering within the United
            States within the meaning of the Securities Act and that the Notes
            and the shares of Common Stock (the "NOTES") issuable upon
            conversion thereof have not been registered under the Securities
            Act, and we agree, on our own behalf and on behalf of each account
            for which we acquire any Notes, that if in the future we decide to
            resell or otherwise transfer such Notes prior to the date (the
            "RESALE RESTRICTION TERMINATION DATE") which is two years after the
            later of the original issuance of the Notes and the last date on
            which the Company or an Affiliate of the Company was the owner of
            the Note, such Notes may be resold or otherwise transferred only (i)
            to the Company or any subsidiary thereof, or (ii) for as long as the
            Notes are eligible for resale pursuant to Rule 144A, to a person it
            reasonably believes is a "qualified institutional buyer" (as defined
            in Rule 144A under the Securities Act) that purchases for its own
            account or for the account of a qualified institutional buyer to
            which notice is given that the transfer is being made in reliance on
            Rule 144A, or (iii) to an Institutional Accredited Investor that is
            acquiring the Note for its own account, or for the account of such
            Institutional Accredited Investor for investment purposes and not
            with a view to, or for offer or sale in connection with, any
            distribution in violation of the Securities Act, or (iv) outside the
            United States in a transaction meeting the requirements of Rule 904
            under the Securities Act, or (v) pursuant to another available
            exemption from registration under the Securities Act (if
            applicable), or (vi) pursuant to a registration statement which has
            been declared effective under the Securities Act and, in each case,
            in accordance with any applicable securities laws of any State of
            the United States or any other applicable jurisdiction and in
            accordance with the legends set forth on the Notes. We further agree
            to provide any person purchasing any of the Notes other than
            pursuant to clause (vi) above from us a notice advising such
            purchaser that resales of such Notes are restricted as stated
            herein. We understand that the trustee or the transfer agent, as the
            case may be, for the Notes will not be required to accept for
            registration of transfer any Notes, except upon presentation of
            evidence satisfactory to the Company that the foregoing restrictions
            on transfer have been complied with. We further understand that any
            Notes will be in the form of definitive physical certificates and
            that such certificates will bear a legend reflecting the substance
            of this paragraph other than certificates representing Notes
            transferred pursuant to clause (vi) above.

                  The Company and the Trustee and their respective counsel are
            entitled to rely upon this letter and are irrevocably authorized to
            produce this letter or a copy hereof to any interested party in any
            administrative or legal proceeding or official inquiry with respect
            to the matters covered hereby.

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

                                     B-2-3
<PAGE>

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

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

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


                                     B-2-4