<PAGE>

                                                                     EXHIBIT 4.5

                            PER-SE TECHNOLOGIES, INC.

               3.25% Convertible Subordinated Debentures Due 2024

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

                                    INDENTURE

                            Dated as of June 30, 2004

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

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

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<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
<S>                                                            <C>
        310(a)(1)...........................................         7.10
           (a)(2)...........................................         N.A.
           (a)(3)...........................................         N.A.
           (a)(4)...........................................         N.A.
           (a)(5)...........................................         N.A.
           (b)..............................................         7.10
           (c)..............................................         N.A.
        311(a)..............................................         7.11
           (b)..............................................         7.11
           (c)..............................................         N.A.
        312(a)..............................................         N.A.
           (b)..............................................         13.03
           (c)..............................................         13.03
        313(a)..............................................         7.06
           (b)..............................................         7.06
           (c)..............................................         N.A.
           (d)..............................................         N.A.
        314(a)..............................................         4.02
           (b)..............................................         N.A.
           (c)(1)...........................................         N.A.
           (c)(2)...........................................         N.A.
           (c)(3)...........................................         N.A.
           (d)..............................................         N.A.
           (e)..............................................         N.A.
           (f)..............................................         N.A.
        315(a)..............................................         7.01(a)
           (b)..............................................         7.05
           (c)..............................................         N.A.
           (d)..............................................         7.01(b)
           (e)..............................................         6.11
        316(a)(1)(A)........................................         6.05
           (a)(1)(B)........................................         6.04
           (a)(2)...........................................         N.A.
           (b)..............................................         N.A.
           (c)..............................................         N.A.
        317(a)(1)...........................................         N.A.
           (a)(2)...........................................         N.A.
           (b)..............................................         N.A.
        318(a)..............................................         N.A.
</TABLE>

-----------
      N.A. means not applicable.

----------------------------
* This Cross-Reference Table is not part of the Indenture.

                                        i
<PAGE>

                                TABLE OF CONTENTS

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

Section 1.01. Definitions.....................................................................     1
Section 1.02. Other Definitions...............................................................     8
Section 1.03. Incorporation by Reference of Trust Indenture Act...............................    10
Section 1.04. Rules Of Construction...........................................................    10
Section 1.05. Acts of Holders.................................................................    10

                                              ARTICLE 2
                                           THE SECURITIES

Section 2.01. Form and Dating.................................................................    12
Section 2.02. Execution And Authentication....................................................    13
Section 2.03. Registrar, Paying Agent And Conversion Agent....................................    13
Section 2.04. Paying Agent To Hold Money And Securities In Trust..............................    14
Section 2.05. Securityholder Lists............................................................    14
Section 2.06. Transfer And Exchange...........................................................    15
Section 2.07. Replacement Securities..........................................................    16
Section 2.08. Outstanding Securities; Determinations of Holders' Action.......................    17
Section 2.09. Temporary Securities............................................................    18
Section 2.10. Cancellation....................................................................    18
Section 2.11. Persons Deemed Owners...........................................................    19
Section 2.12. Global Securities...............................................................    19
Section 2.13. CUSIP Numbers...................................................................    24

                                              ARTICLE 3
                                     REDEMPTION AND REPURCHASES

Section 3.01. Company's Right to Redeem; Notices to Trustee...................................    25
Section 3.02. Selection of Securities to be Redeemed..........................................    25
Section 3.03. Notice of Redemption............................................................    26
Section 3.04. Effect of Notice of Redemption..................................................    27
Section 3.05. Deposit of Redemption Price.....................................................    27
Section 3.06. Securities Redeemed in Part.....................................................    27
Section 3.07. Repurchase of Securities by the Company at Option of the Holder.................    28
Section 3.08. Repurchase of Securities at Option of the Holder Upon Fundamental Change........    30
Section 3.09. Effect of Repurchase Notice or Fundamental Change Repurchase Notice.............    34
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 3.10. Deposit of Repurchase Price or Fundamental Change Repurchase Price..............    35
Section 3.11. Securities Purchased in Part....................................................    35
Section 3.12. Covenant to Comply with Securities Laws upon Purchase of Securities.............    35
Section 3.13. Repayment to the Company........................................................    36

                                              ARTICLE 4
                                              COVENANTS

Section 4.01. Payment of Securities...........................................................    36
Section 4.02. SEC and Other Reports...........................................................    36
Section 4.03. Compliance Certificate..........................................................    37
Section 4.04. Further Instruments and Acts....................................................    37
Section 4.05. Maintenance of Office or Agency.................................................    37
Section 4.06. Delivery of Certain Information.................................................    38
Section 4.07. Liquidated Damages Notice.......................................................    38

                                              ARTICLE 5
                                          SUCCESSOR PERSON

Section 5.01. When Company may Merge or Transfer Assets.......................................    39

                                              ARTICLE 6
                                        DEFAULTS AND REMEDIES

Section 6.01. Events of Default...............................................................    40
Section 6.02. Acceleration....................................................................    42
Section 6.03. Other Remedies..................................................................    42
Section 6.04. Waiver of Past Defaults.........................................................    43
Section 6.05. Control by Majority.............................................................    43
Section 6.06. Limitation on Suits.............................................................    43
Section 6.07. Rights of Holders to Receive Payment............................................    44
Section 6.08. Collection Suit by Trustee......................................................    44
Section 6.09. Trustee May File Proofs of Claim................................................    44
Section 6.10. Priorities......................................................................    45
Section 6.11. Undertaking For Costs...........................................................    45
Section 6.12. Waiver Of Stay, Extension Or Usury Laws.........................................    46

                                              ARTICLE 7
                                               TRUSTEE

Section 7.01. Duties of Trustee...............................................................    46
Section 7.02. Rights of Trustee...............................................................    47
Section 7.03. Individual Rights of Trustee....................................................    49
Section 7.04. Trustee's Disclaimer............................................................    49
Section 7.05. Notice of Defaults..............................................................    49
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 7.06. Reports by Trustee to Holders...................................................    49
Section 7.07. Compensation and Indemnity......................................................    50
Section 7.08. Replacement of Trustee..........................................................    51
Section 7.09. Successor Trustee by Merger.....................................................    51
Section 7.10. Eligibility; Disqualification...................................................    52
Section 7.11. Preferential Collection of Claims Against Company...............................    52

                                              ARTICLE 8
                                       DISCHARGE OF INDENTURE

Section 8.01. Discharge of Liability on Securities............................................    52
Section 8.02. Repayment to the Company........................................................    52

                                              ARTICLE 9
                                             AMENDMENTS

Section 9.01. Without Consent of Holders......................................................    53
Section 9.02. With Consent of Holders.........................................................    54
Section 9.03. Compliance with Trust Indenture Act.............................................    55
Section 9.04. Revocation and Effect of Consents, Waivers and Actions..........................    55
Section 9.05. Notation on or Exchange of Securities...........................................    56
Section 9.06. Trustee to Sign Supplemental Indentures.........................................    56
Section 9.07. Effect of Supplemental Indentures...............................................    56

                                             ARTICLE 10
                                             CONVERSIONS

Section 10.01. Conversion Privilege...........................................................    56
Section 10.02. Conversion Procedure; Conversion Price; Fractional Shares......................    59
Section 10.03. Payment upon Conversion; Cash in Lieu of Fractional Shares.....................    61
Section 10.04. Adjustment of Conversion Rate..................................................    63
Section 10.05. Effect of Reclassification, Consolidation, Merger or Sale......................    72
Section 10.06. Taxes on Shares Issued.........................................................    73
Section 10.07. Reservation of Shares, Shares to Be Fully Paid; Compliance with
    Governmental Requirements; Listing of Common Stock........................................    74
Section 10.08. Responsibility of Trustee......................................................    74
Section 10.09. Notice to Holders Prior to Certain Actions.....................................    75
Section 10.10. Rights Issued in Respect of Common Stock Issued upon Conversion................    76
Section 10.11. Unconditional Right of Holders to Convert......................................    76

                                             ARTICLE 11
                                            SUBORDINATION

Section 11.01. Agreement Of Subordination.....................................................    77
Section 11.02. Payments To Holders............................................................    77
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 11.03. Subrogation Of Securities......................................................    80
Section 11.04. Authorization To Effect Subordination..........................................    81
Section 11.05. Notice To Trustee..............................................................    81
Section 11.06. Trustee's Relation To Senior Debt..............................................    82
Section 11.07. No Impairment Of Subordination.................................................    82
Section 11.08. Certain Conversions Not Deemed Payment.........................................    82
Section 11.09. Article Applicable To Paying Agents............................................    83
Section 11.10. Senior Debt Entitled To Rely...................................................    83

                                             ARTICLE 12
                                         MAKE-WHOLE PREMIUM

Section 12.01. Make-whole Premium.............................................................    83
Section 12.02. Adjustments Relating To The Make-whole Premium.................................    85
Section 12.03. Calculation Of The Make-whole Premium..........................................    85

                                             ARTICLE 13
                                            MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls...................................................    86
Section 13.02. Notices........................................................................    86
Section 13.03. Communication By Holders With Other Holder.....................................    87
Section 13.04. Certificate And Opinion As To Conditions Precedent.............................    87
Section 13.05. Statements Required In Certificate Or Opinion..................................    87
Section 13.06. Separability Clause............................................................    88
Section 13.07. Rules By Trustee, Paying Agent, Conversion Agent and Registrar.................    88
Section 13.08. Legal Holidays.................................................................    88
Section 13.09. GOVERNING LAW..................................................................    88
Section 13.10. No Recourse Against Others.....................................................    88
Section 13.11. Successors.....................................................................    88
Section 13.12. Multiple Originals.............................................................    88
</TABLE>

EXHIBIT A    Form of Global Security
EXHIBIT B    Form of Certificated Security
EXHIBIT C    Transfer Certificate

                                        v
<PAGE>

      INDENTURE dated as of June 30, 2004 between PER-SE TECHNOLOGIES, INC., a
Delaware corporation ("COMPANY"), and U.S. BANK NATIONAL ASSOCIATION
("TRUSTEE").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 3.25% Convertible
Subordinated Debentures Due 2024:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01. Definitions.

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

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

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

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

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

      "BUSINESS DAY" means any day other than a Saturday, a Sunday, or a day on
which banking institutions in the City of New York are authorized or required by
law, regulation or executive order to close.

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

                                       1
<PAGE>

      "CERTIFICATED SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit B.

      "CLOSING SALE PRICE" means, with respect to the Common Stock on any date,
the closing sale price (determined without regard for after-hours or extended
market trading) per share (or if no closing sale price is reported, the average
of the bid and ask prices or, if more than one bid or ask price, the average of
the average bid and the average ask prices) on that date, as reported by the
Nasdaq National Market, or if the Common Stock is not then quoted on the Nasdaq
National Market, as reported in composite transactions for the principal United
States securities exchange on which the Common Stock is traded. If the Common
Stock is not listed on a United States national or regional securities exchange
and not reported by the Nasdaq National Market on the relevant date, the
"Closing Sale Price" will be the last quoted bid for the Common Stock in the
over-the-counter market on the relevant date as reported by the National
Quotation Bureau or similar organization, or, in the absence of such a
quotation, a price determined in good faith by the Board of Directors; provided
that for purposes of this definition only, "Common Stock" shall also mean the
consideration for which the Common Stock was converted, exchanged or acquired in
any Fundamental Change and notwithstanding the foregoing the value of any such
consideration shall be (i) in the case of cash, the amount of such cash and (ii)
in the case of securities not quoted by the National Quotation Bureau or similar
organization, as determined by 2 nationally-recognized banks selected by the
Trustee.

      "COMMON STOCK" means the common stock, $0.01 par value per share, of the
Company existing on the date of this Indenture or any other shares of Capital
Stock of the Company into which such Common Stock shall be reclassified or
changed.

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

      "COMPANY NOTICE" means a notice to Holders delivered pursuant to Section
3.07.

      "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any Officer.

      "CONVERSION PRICE" as of any date means $1,000 divided by the Conversion
Rate as of such date.

      "CONVERSION SETTLEMENT DATE" means (i) if the Company elects to pay cash
in lieu of Common Stock pursuant to Section 10.03, the Business Day immediately
following the final day of the Cash Settlement Averaging Period and

                                       2
<PAGE>

(ii) if the Company elects to satisfy the Conversion Obligation in Common Stock,
the third Business Day immediately following the Conversion Date.

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
time the trust created by this Indenture shall be administered, which office at
the date hereof is located at U.S. Bank National Association, Corporate Trust
Services, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103, Attention:
Michael M. Hopkins, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the corporate trust office
of any successor Trustee at which the trust created by this Indenture shall be
administered (or such other address as a successor Trustee may designate from
time to time by notice to the Holders and the Company).

      "CREDIT AGREEMENT" means the Credit Agreement dated as of September 11,
2003, as amended as of June 30, 2004, among the Company, as the borrower, the
subsidiaries of the Company identified therein as guarantors, Bank of America,
N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Wachovia Bank,
National Association, as Syndication Agent and the other Lenders party thereto,
as further amended, restated, supplemented or otherwise modified from time to
time, and all direct and indirect refundings, refinancings and replacements of
any Credit Agreement.

      "DESIGNATED SENIOR DEBT" means (a) any Indebtedness from time to time
outstanding under the Credit Agreement and (b) any other Senior Debt the
principal amount of which is $10 million or more and that has been designated by
the Company as "Designated Senior Debt".

      "DESIGNATED SUBSIDIARY" shall mean any existing or future, direct or
indirect, Subsidiary of the Company whose assets constitute 15% or more of the
total assets of the Company on a consolidated basis.

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

      "FINAL OFFERING MEMORANDUM" means the offering memorandum dated June 24,
2004 relating to the offering of the Securities.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession,
which are applied on a consistent basis.

                                       3
<PAGE>

      "GLOBAL SECURITIES" means Securities that are in the form of the
Securities attached hereto as Exhibit A, and that are registered in the register
of Securities in the name of a Depositary or a nominee thereof, and to the
extent that such Securities are required to bear the Legend required by Section
2.06, such Securities will be in the form of a 144A Global Security.

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

      "HEDGING OBLIGATIONS" means, with respect to any specified person, the
obligations of such person under (a) interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements and other agreements or
arrangements with respect to exposure to interest rates; (b) commodity swap
agreements, commodity option agreements, forward contracts and other agreements
or arrangements with respect to exposure to commodity prices; and (c) foreign
exchange contracts, currency swap agreements and other agreements or
arrangements with respect to exposure to foreign currency exchange rates.

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

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

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

      "INTEREST" means interest payable on each Security pursuant to Section 1
of the Securities.

                                       4
<PAGE>

      "INTEREST PAYMENT DATE" means June 30 and December 30 of each year,
commencing December 30, 2004.

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

      "INTEREST RECORD DATE" means June 15 and December 15 of each year.

      "LIQUIDATED DAMAGES" means the interest that is payable by the Company
pursuant to the Registration Rights Agreement upon a Registration Default (as
defined in such agreement).

      "MAKE-WHOLE PREMIUM" has the meaning set forth in Section 12.01.

      "OBLIGATIONS" means any principal, interest (including interest accruing
after the commencement of any bankruptcy, reorganization, insolvency or similar
proceeding related to the Company or any Subsidiaries, whether or not allowed or
allowable as a claim in such proceeding), penalties, fees, indemnifications,
reimbursements, damages and other monetary obligations payable under or in
respect of the documentation governing any Indebtedness.

      "OFFICER" means the Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer, the President, the Treasurer, the Controller, the
Chief Accounting Officer, the Secretary or any Assistant Secretary of the
Company.

      "OFFICER'S CERTIFICATE" means a written certificate containing the
information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any Officer, and delivered to the Trustee. An Officer's 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 13.04 and 13.05.

      "OPINION OF COUNSEL" means a written opinion containing the information
specified in Sections 13.04 and 13.05, from legal counsel. The counsel may be an
employee of, or counsel to, the Company.

      "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.

      "PURCHASE AGREEMENT" means the Purchase Agreement dated as of June 24,
2004 among the Company, Banc of America Securities LLC and the other initial
purchasers named in Schedule A attached thereto.

                                       5
<PAGE>

      "REDEMPTION DATE" means the date specified in a notice of redemption on
which the Securities may be redeemed in accordance with the terms of the
Securities and this Indenture.

      "REGISTRATION DEFAULT" has the meaning specified in the Registration
Rights Agreement.

      "REGISTRATION RIGHTS AGREEMENT" means the Resale Registration Rights
Agreement, dated as of the date hereof, between the Company and Banc of America
Securities LLC, as representative of the several initial purchasers under the
Purchase Agreement.

      "REPRESENTATIVE" means the (a) indenture trustee or other trustee, agent
or representative for any Senior Debt or (b) with respect to any Senior Debt
that does not have any such trustee, agent or other representative, (i) in the
case of such Senior Debt issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Debt, any holder or
owner of such Senior Debt acting with the consent of the required persons
necessary to bind such holders or owners of such Senior Debt and (ii) in the
case of all other such Senior Debt, the holder or owner of such Senior Debt.

      "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer in the Corporate Trust office or any other officer associated with the
corporate trust services 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.

      "RESTRICTED SECURITY" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibits A and B 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 Securities Act of 1933, as amended.

      "SECURITY" means any of the Company's 3.25% Convertible Subordinated
Debentures Due 2024, as amended or supplemented from time to time, issued under
this Indenture.

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

                                       6
<PAGE>

      "SENIOR DEBT" with respect to the Company means Indebtedness (including
any monetary Obligation in respect of the Credit Agreement, and interest,
whether or not allowable, accruing on Indebtedness incurred pursuant to the
Credit Agreement after the filing of a petition initiating any proceeding under
any bankruptcy, insolvency or similar law) of the Company arising under the
Credit Agreement, all Hedging Obligations owing to any lender or affiliate of
any lender party to the Credit Agreement, all obligations under treasury
management agreements with any lender or affiliate of any lender party to the
Credit Agreement or any other Indebtedness of the Company, whether outstanding
on the date of the Indenture or thereafter created, incurred, assumed or
guaranteed by the Company and any Subsidiary. Notwithstanding anything to the
contrary in the foregoing, Senior Debt shall not include: (a) Indebtedness of or
amounts owed by the Company for compensation to employees, or for goods or
materials purchased or for services obtained in the ordinary course of business;
(b) Indebtedness of the Company to any Subsidiaries or (c) Indebtedness of the
Company that expressly provides that it shall not be senior in right of payment
to the Securities or expressly provides that it is on the same basis or junior
to the Securities.

      "STATED MATURITY", when used with respect to any Security, means June 30,
2024.

      "SUBSIDIARY" means (i) a corporation, a majority of whose outstanding
Voting Stock is, at the date of determination, directly or indirectly owned by
the Company, by one or more Subsidiaries or by the Company and one or more
Subsidiaries, (ii) a partnership in which the Company or a Subsidiary holds a
majority interest in the equity capital or profits of such partnership, or (iii)
any other Person (other than a corporation) in which the Company, a Subsidiary
or the Company and one or more Subsidiaries, 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.

      A "TERMINATION OF TRADING" will be deemed to have occurred if the Common
Stock (or other common stock into which the Securities are then convertible) is
neither listed for trading on a United States national securities exchange nor
approved for trading on the Nasdaq National Market.

      "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 the Common Stock
generally occurs and a Closing Sale Price for the Common Stock is provided on
the Nasdaq National Market or, if the Common Stock is not listed on the Nasdaq

                                       7
<PAGE>

National Market, on the principal other United States national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a United States national or regional securities exchange,
on the principal other market on which the Common Stock is then traded.

      "TRADING PRICE" of the Securities on any date of determination means the
average of the secondary market bid quotations obtained by the Trustee for
$2,000,000 principal amount of the Securities at approximately 3:30 p.m., New
York City time, on such determination date from three independent nationally
recognized securities dealers the Company selects, provided that if three such
bids cannot reasonably be obtained by the Trustee, but two such bids are
obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Trustee, that one bid shall be used. If
the Trustee cannot reasonably obtain at least one bid for $2,000,000 principal
amount of the Securities from a nationally recognized securities dealer, then
the trading price per $1,000 principal amount of the Securities will be deemed
to equal to the product of the Closing Sale Price and the Conversion Rate.

      "TRANSFER RESTRICTED SECURITIES" has the meaning specified in the
Registration Rights Agreement.

      "TRUSTEE" means the party named as the "Trustee" in the preamble 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.

      "VOTING STOCK" of a Person means Capital Stock of such Person of the class
or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

      Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                       DEFINED IN
TERMS:                                                                  SECTION:
<S>                                                                    <C>
"Act".........................................................          1.05
"Accepted Purchased Shares"...................................          10.04(g)
"Adjustment Event"............................................          10.04(l)
"Agent Members"...............................................          2.12(e)
"cash"........................................................          3.01
"Cash Amount".................................................          10.03(a)
"Cash Settlement Averaging Period"............................          10.03(a)
"Cash Settlement Notice Period"...............................          10.03(a)
"Change of Control"...........................................          3.08(a)
"Conversion Agent"............................................          2.03
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                       DEFINED IN
TERMS:                                                                  SECTION:
<S>                                                                    <C>
"Conversion Date".............................................          10.02(c)
"Conversion Notice"...........................................          10.02(b)
"Conversion Obligation".......................................          10.03(a)
"Conversion Rate".............................................          10.02(a)
"Conversion Retraction Period"................................          10.03(a)
"Conversion Settlement Distribution"..........................          10.03(a)
"Current Market Price"........................................          10.04(h)
"Depositary"..................................................          2.01(b)
"Determination Date"..........................................          10.04(l)
"Distributed Assets"..........................................          10.04(d)
"DTC" ........................................................          2.01(c)
"Effective Date" .............................................          12.01(d)
"Event of Default"............................................          6.01
"Exchange Act"................................................          2.12(e)
"Ex-Dividend Time"............................................          10.01(b)
"Expiration Time".............................................          10.04(f)
"Fair Market Value"...........................................          10.04(h)
"Final Notice Date"...........................................          10.03(a)
"Fundamental Change"..........................................          3.08(a)
"Fundamental Change Repurchase Date"..........................          3.08(a)
"Fundamental Change Repurchase Notice"........................          3.08(d)
"Fundamental Change Repurchase Price".........................          3.08(a)
"Legal Holiday"...............................................          13.08
"Legend"......................................................          2.06(f)
"Liquidated Damages Notice" ..................................          4.07
"Make-Whole Premium" .........................................          12.01(d)
"Measurement Period"..........................................          10.01(a)
"Non-Payment Default".........................................          11.02
"Notice of Default"...........................................          6.01
"Offer Expiration Time".......................................          10.04(g)
"Paying Agent"................................................          2.03
"Payment Blockage Notice".....................................          11.02
"Payment Default" ............................................          11.02
"Principal Value Conversion"..................................          10.01(a)
"Purchased Shares"............................................          10.04(f)
"QIB".........................................................          2.01(b)
"Record Date".................................................          10.04(h)
"Redemption Price"............................................          3.01
"Registrar"...................................................          2.03
"Repurchase Date".............................................          3.07(a)
"Repurchase Notice"...........................................          3.07(c)
"Repurchase Price"............................................          3.07(a)
"Rights"......................................................          10.10
"Rights Agreement"............................................          10.10
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                       DEFINED IN
TERMS:                                                                  SECTION:
<S>                                                                    <C>
"Rule 144A Information".......................................          4.06
"Spinoff Valuation Period"....................................          10.04(d)
"Stock Price" ................................................          12.01(d)
"Stock Price Cap" ............................................          12.01(d)
"Stock Price Floor" ..........................................          12.01(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 SECURITIES" means the Securities.

      "INDENTURE SECURITY HOLDER" means a Securityholder.

      "INDENTURE TO BE QUALIFIED" means this Indenture.

      "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

      "OBLIGOR" on the indenture securities means the Company.

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

      Section 1.04. Rules Of Construction. Unless the context otherwise
requires:

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

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

            (3)   "or" is not exclusive;

            (4)   "INCLUDING" means including, without limitation; and

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

      Section 1.05. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be

                                       10
<PAGE>

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 an 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, as described in Section 13.02. 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 1.05.

      (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.

      (c)   The principal amount and serial number of any Security and the
ownership of Securities shall be proved by the register for the Securities.

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

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

                                       11
<PAGE>

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 SECURITIES

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

      (b)   144A Global Securities. Securities offered and sold within the
United States to qualified institutional buyers as defined in Rule 144A ("QIBs")
in reliance on Rule 144A shall be issued, initially in the form of a 144A Global
Security, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary (as defined below) and registered in the
name of The Depository Trust Company ("DTC") or the nominee thereof (DTC, or any
successor thereto, and any such nominee being hereinafter referred to as the
"DEPOSITARY"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the 144A Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.

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

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

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

                                       12
<PAGE>

      The Company shall execute and the Trustee shall, in accordance with this
Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall be substantially in the form of Exhibit A attached
hereto.

      (e)   Certificated Securities. Securities not issued as interests in the
Global Securities will be issued in certificated form substantially in the form
of Exhibit B attached hereto.

      Section 2.02. Execution And Authentication. The Securities shall be
executed on behalf of the Company by any Officer. The signature of the Officer
on the Securities may be manual or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Securities Officers 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 Securities or
did not hold such offices at the date of authentication of such Securities.

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

      The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount of up to $100,000,000 (up to $125,000,000
aggregate principal amount if the initial purchasers' option set forth in the
Purchase Agreement is exercised in full) upon one or more Company Orders without
any further action by the Company (other than as contemplated in Section 13.04
and Section 13.05 hereof). The aggregate principal amount of the Securities due
at the Stated Maturity thereof outstanding at any time may not exceed the amount
set forth in the foregoing sentence.

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

      Section 2.03. Registrar, Paying Agent And Conversion Agent. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("REGISTRAR"), an office or agency
where Securities may be presented for purchase or payment ("PAYING AGENT") and
an office or agency where Securities may be presented for conversion
("CONVERSION AGENT"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-

                                       13
<PAGE>

registrars, one or more additional paying agents and one or more additional
conversion agents. The term Paying Agent includes any additional paying agent,
including any named pursuant to Section 4.05. The term Conversion Agent includes
any additional conversion agent, including any named pursuant to Section 4.05.

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

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

      Section 2.04. Paying Agent To Hold Money And Securities In Trust. Except
as otherwise provided herein, on or prior to each due date of payments in
respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or shares
of Common Stock sufficient to make such payments when so becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
and shares of Common Stock so held in trust. If the Company, a Subsidiary or an
Affiliate of either of them acts as Paying Agent, it shall segregate the money
and shares of 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 shares of 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 shares of Common Stock.

      Section 2.05. Securityholder Lists. The Trustee shall preserve the most
recent list available to it of the names and addresses of Securityholders. If
the Trustee is not the Registrar, the Company shall cause to be furnished to the
Trustee at least semiannually on May 31 and November 30 a listing of
Securityholders dated within 15 days of the date on which the list is furnished
and at such other times as the Trustee may request in writing a list in such
form and as

                                       14
<PAGE>

of such date as the Trustee may reasonably require of the names and addresses of
Securityholders.

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

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

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

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

                                       15
<PAGE>

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

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

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

      (f)   If Securities are issued upon the transfer, exchange or replacement
of Securities subject to restrictions on transfer and bearing the legends set
forth on the forms of Security attached hereto as Exhibits A and B setting forth
such restrictions (collectively, the "LEGEND"), or if a request is made to
remove the Legend on a Security, the Securities so issued shall bear the Legend,
or the Legend shall not be removed, as the case may be, unless there is
delivered to the Company and the Registrar such satisfactory evidence, which
shall include an opinion of counsel, as may be reasonably required by the
Company and the Registrar and the Trustee (if not the same Person as the
Trustee), that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Rule 144 under the Securities Act or that such Securities are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
(i) provision of such satisfactory evidence, or (ii) notification by the Company
to the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Company, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by the Company or an
Affiliate of the Company, the Legend shall be reinstated.

      Section 2.07. Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a certificate number not
contemporaneously outstanding.

                                       16
<PAGE>

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

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

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

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

      Section 2.08. Outstanding Securities; Determinations of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those paid pursuant to Section 2.07,
those delivered to it for cancellation and those described in this Section 2.08
as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite principal amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent, waiver, or other Act hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
act, only Securities which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles 6 and 9).

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

      If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day immediately following a Repurchase Date
or a Fundamental Change Repurchase Date, or on Stated Maturity, money or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date

                                       17
<PAGE>

(including, in the case of a Fundamental Change Repurchase Date, any Make-Whole
Premium), then immediately after such Redemption Date, Repurchase Date,
Fundamental Change Repurchase Date or Stated Maturity, as the case may be, such
Securities shall cease to be outstanding and Interest and Liquidated Damages, if
any, on such Securities shall cease to accrue; provided, that if such Securities
are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made.

      If a Security is converted in accordance with Article 10, then from and
after the time of conversion on the date of conversion, such Security shall
cease to be outstanding and Interest and Liquidated Damages, if any, shall cease
to accrue on such Security.

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

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

      Section 2.10. Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 10. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in

                                       18
<PAGE>

this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with the Trustee's customary procedure.

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

      Section 2.12. Global Securities. (a) Notwithstanding any other provisions
of this Indenture or the Securities, (A) transfers of a Global Security, in
whole or in part, shall be made only in accordance with Section 2.06 and Section
2.12(a)(i) below, (B) transfers of a beneficial interest in a Global Security
for a Certificated Security shall comply with Section 2.06, Section 2.12(a)(ii)
below and Section 2.12(e)(1) below, and (C) transfers of a Certificated Security
shall comply with Section 2.06 and Sections 2.12(a)(iii) and 2.12(a)(iv) below.

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

            (ii)  Restrictions on Transfer of a Beneficial Interest in a Global
      Security for a Certificated Security. A beneficial interest in a Global
      Security may not be exchanged for a Certificated Security except upon
      satisfaction of the requirements set forth below and in Section 2.12(e)(1)
      below. Upon receipt by the Trustee of a transfer of a beneficial interest
      in a Global Security in accordance with Applicable Procedures for a
      Certificated Security in the form satisfactory to the Trustee, together
      with:

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

                                       19
<PAGE>

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

                  (C)   if the Company so requests, an opinion of counsel or
            other evidence reasonably satisfactory to it as to the compliance
            with the restrictions set forth in the Legend,

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

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

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

                  (z)   to exchange such Certificated Securities for an equal
            principal amount of Certificated Securities of other authorized
            denominations,

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

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

                        (2)   so long as such Securities are Restricted
                  Securities, such Securities are being transferred or exchanged
                  pursuant to an effective registration statement under the
                  Securities Act or pursuant to clause (A), (B) or

                                       20
<PAGE>

                  (C) below, and are accompanied by the following additional
                  information and documents, as applicable:

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

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

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

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

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

      (I)   so long as the Securities are Restricted Securities, certification,
      in the form set forth in Exhibit C, that such Certificated Security (A) is
      being transferred to a QIB in accordance with Rule 144A under the
      Securities Act or (B) is being transferred pursuant to and in compliance
      with Rule 144 under the Securities Act; and

      (II)  written instructions directing the Trustee to make, or to direct the
      Registrar to make, an adjustment on its books and records with respect to
      such Global Security to reflect an increase in the aggregate principal
      amount of the Securities represented by the Global Security, such
      instructions to contain information regarding the Depositary account to be
      credited with such increase, then the Trustee shall cancel such
      Certificated Security and cause, or direct the Registrar to cause, in
      accordance with the standing instructions and procedures existing between
      the Depositary and the Registrar, the aggregate principal amount of
      Securities represented by the Global Security to be increased by the
      aggregate principal amount of the Certificated Security to be exchanged,
      and shall credit or cause to be credited to the account of the person
      specified in such instructions a beneficial interest in the Global
      Security equal to the principal amount of the Certificated Security so
      cancelled. If no Global Securities are then

                                       21
<PAGE>

      outstanding, the Company shall issue and the Trustee shall authenticate,
      upon written order of the Company in the form of an Officers' Certificate,
      a new Global Security in the appropriate principal amount.

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

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

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

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

                                       22
<PAGE>

      (1)   Notwithstanding any other provisions of this Indenture or the
            Securities, a Global Security shall not be exchanged in whole or in
            part for a Security registered in the name of any Person other than
            the Depositary or one or more nominees thereof, provided that a
            Global Security may be exchanged for Securities registered in the
            names of any Person designated by the Depositary in the event that
            (i) the Depositary has notified the Company that it is unwilling or
            unable to continue as Depositary for such Global Security or such
            Depositary has ceased to be a "clearing agency" registered under the
            Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
            and a successor Depositary is not appointed by the Company within 90
            days, (ii) to the extent permitted by the Depositary, the Company
            determines at any time that the Securities shall no longer be
            represented by Global Securities and shall inform such Depositary of
            such determination and participants in such Depository elect to
            withdraw their beneficial interests in the Global Securities from
            such Depository, following notification by the Depository of their
            right to do so; or (iii) if consented to by the Company, a
            beneficial owner of Securities requests to exchange such beneficial
            owner's interest in the Global Securities for Certificated
            Securities. Any Global Security exchanged pursuant to clause (i)
            above shall be so exchanged in whole and not in part, and any Global
            Security exchanged pursuant to clause (ii) or (iii) above may be
            exchanged in whole or from time to time in part as directed by the
            Depositary. Any Security issued in exchange for a Global Security or
            any portion thereof shall be a Global Security; provided that any
            such Security so issued that is registered in the name of a person
            other than the Depositary or a nominee thereof shall not be a Global
            Security.

      (2)   Securities issued in exchange for a Global Security or any portion
            thereof shall be issued in definitive, fully registered form, shall
            have an aggregate principal amount equal to that of such Global
            Security or portion thereof to be so exchanged, shall be registered
            in such names and be in such authorized denominations as the
            Depositary shall designate and shall bear the applicable legends
            provided for herein. Any Global Security to be exchanged in whole
            shall be surrendered by the Depositary to the Trustee, as Registrar.
            With regard to any Global Security to be exchanged in part, either
            such Global Security shall be so surrendered for exchange or, if the
            Trustee is acting as custodian for the Depositary or its nominee
            with respect to such Global Security, the principal amount thereof
            shall be reduced, by an amount equal to the portion thereof to be so
            exchanged, by means of an appropriate adjustment made on the records
            of the Trustee. Upon any such surrender or adjustment, the Trustee
            shall authenticate and deliver the Security issuable on such

                                       23
<PAGE>

            exchange to or upon the order of the Depositary or an authorized
            representative thereof.

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

      (4)   In the event of the occurrence of any of the events specified in
            clause (1) above, the Company will promptly make available to the
            Trustee a reasonable supply of Certificated Securities in
            definitive, fully registered form.

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

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

                                       24
<PAGE>

                                    ARTICLE 3
                           REDEMPTION AND REPURCHASES

      Section 3.01. Company's Right to Redeem; Notices to Trustee. On or after
July 6, 2009, the Company, at its option, may redeem the Securities for U.S.
legal tender ("CASH") at any time as a whole, or from time to time in part, at a
redemption price (the "REDEMPTION PRICE") equal to 100% of the principal amount
of the Securities redeemed plus accrued and unpaid Interest, and accrued and
unpaid Liquidated Damages, if any, on the Securities redeemed to (but not
including) the Redemption Date. If the Company elects to redeem Securities
pursuant to this Section 3.01, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Securities to be redeemed and the
Redemption Price.

      The Company shall give the notice to the Trustee provided for in this
Section 3.01 by a Company Order, at least 45 days but not more than 60 days
before the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee).

      Section 3.02. Selection of Securities to be Redeemed. If less than all of
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed by
lot, on a pro rata basis or by another method the Trustee considers fair and
appropriate (so long as such method is not prohibited by the rules of any stock
exchange or quotation association on which the Securities are then listed or
quoted). The Trustee shall make the selection within five Business Days after it
receives the notice provided for in Section 3.01 from outstanding Securities not
previously called for redemption.

      Securities and portions of Securities that the Trustee selects shall be in
principal amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the Securities or portions of the Securities selected to be
redeemed and, in the case of any Securities selected for partial redemption, the
method it has chosen for the selection of the Securities.

      Securities and portions of Securities that are to be redeemed are
convertible, pursuant to Section 10.01(a)(3), by the Holder until the close of
business on the Business Day prior to the Redemption Date. If any Security
selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Securities that have been converted during a
selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection.

                                       25
<PAGE>

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

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

      (1)   the Redemption Date;

      (2)   the Redemption Price;

      (3)   the Conversion Rate;

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

      (5)   that Securities called for redemption may be converted at any time
            before the close of business on the Business Day prior to the
            Redemption Date;

      (6)   that Holders who want to convert their Securities must satisfy the
            requirements set forth in Section 10.02(b);

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

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

      (9)   in case any Security is to be redeemed in part only, the notice that
            relates to such Security shall state that on and after the
            Redemption Date, upon surrender of such Security, the Holder will
            receive, without charge, a new Security or Securities of authorized
            denominations for the principal amount thereof remaining unredeemed;

      (10)  that, unless the Company defaults in making payment of such
            Redemption Price, Interest and Liquidated Damages, if any, on
            Securities called for redemption will cease to accrue on and after
            the Redemption Date; and

      (11)  the CUSIP number(s) of the Securities to be redeemed, provided that
            no representation is made as to the accuracy or correctness of the
            CUSIP number(s), if any, listed in such notice or printed on the
            Securities and any redemption shall not be affected by the defect in
            such CUSIP number(s).

                                       26
<PAGE>

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense, provided that the Company
makes such request at least seven Business Days prior to the date by which such
notice of redemption must be given to Holders in accordance with this Section
3.03.

      Section 3.04. Effect of Notice of Redemption. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice except for Securities that
are converted in accordance with the terms of this Indenture. Upon surrender to
the Paying Agent, such Securities shall be paid at the Redemption Price stated
in the notice and from and after the Redemption Date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall cease to
bear Interest (and Liquidated Damages, if any).

      Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 10. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

      Section 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered. If a Holder converts a portion of its Security prior to its receipt
of the Notice of Redemption for a Security to be redeemed only in part, the
converted portion will be deemed to be from the portion selected for redemption.

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

                                       27
<PAGE>

      Section 3.07. Repurchase of Securities by the Company at Option of the
Holder. (a) On each of June 30, 2009, June 30, 2014 and June 30, 2019 (each, a
"REPURCHASE DATE"), Holders shall have the option require the Company to
repurchase any Securities at a repurchase price in cash equal to 100% of the
principal amount of those Securities, plus accrued and unpaid Interest and
accrued and unpaid Liquidated Damages, if any, on those Securities, to, but not
including, such Repurchase Date (the "REPURCHASE PRICE"). Not later than 20
Business Days prior to any Repurchase Date, the Company shall mail a Company
Notice in accordance with customary business practices to the Trustee and to
each Holder (and to beneficial owners as required by applicable law).

      (b)   The Company Notice shall include a form of Repurchase Notice to be
completed by a Holder and shall state:

            (i)   the Repurchase Price and the Conversion Rate;

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

            (iii) that Securities as to which a Repurchase Notice has been given
      may be converted if they are otherwise convertible only in accordance with
      Article 10 if the applicable Repurchase Notice has been withdrawn in
      accordance with the terms of this Indenture;

            (iv)  that Securities must be surrendered to the Paying Agent to
      collect payment;

            (v)   that the Repurchase Price for any security as to which a
      Repurchase Notice has been given and not withdrawn will be paid promptly
      following the later of the Repurchase Date and the time of surrender of
      such Security as described in clause (iv) above;

            (vi)  briefly, the conversion rights, if any, with respect to the
      Securities;

            (vii) the procedures for withdrawing a Repurchase Notice;

            (viii) that, unless the Company defaults in making payment on
      Securities for which a Repurchase Notice has been submitted, Interest and
      Liquidated Damages, if any, on such Securities will cease to accrue
      immediately after the Repurchase Date; and

            (ix)  the CUSIP number of the Securities.

      At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

                                       28
<PAGE>

      (c)   A Holder may exercise its rights specified in Section 3.07(a) upon
delivery to the Paying Agent of a written notice of repurchase (a "REPURCHASE
NOTICE") in the form attached to the Security during the period beginning at any
time from the opening of business on the date that is 20 Business Days prior to
the relevant Repurchase Date until the close of business on such Repurchase Date
stating:

            (i)   if Certificated Securities have been issued, the certificate
      number of the Security which the Holder will deliver to be repurchased or,
      if Certificated Securities have not been issued for such Security, the
      Repurchase Notice shall comply with the appropriate Depository procedures,

            (ii)  the portion of the principal amount of the Security which the
      Holder will deliver to be repurchased, which portion must be in principal
      amounts of $1,000 or an integral multiple of $1,000, and

            (iii) that such Security shall be repurchased by the Company as of
      the Repurchase Date pursuant to the terms and conditions specified in
      Section 5 of the Securities and in this Indenture.

      The delivery of such Security to (together with all necessary
endorsements) the Paying Agent at any time after delivery of the Repurchase
Notice at the offices of the Paying Agent shall be a condition to receipt by the
Holder of the Repurchase Price therefor; provided, however, that such Repurchase
Price shall be so paid pursuant to this Section 3.07 only if the Security
(together with all necessary endorsements) so delivered to the Paying Agent
shall conform in all respects to the description thereof in the related
Repurchase Notice.

      The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.07, a portion of a Security, if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the repurchase of all of a Security also apply to the repurchase of
such portion of such Security.

      Any repurchase by the Company contemplated pursuant to the provisions of
this Section 3.07 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Business Day
following the Repurchase Date or the time of delivery of the Security (together
with all necessary endorsements).

      Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Repurchase Notice contemplated by this Section 3.07 shall
have the right to withdraw such Repurchase Notice at any time prior to the close
of business on the Repurchase Date by delivery of a written notice of withdrawal
to the Paying Agent in accordance with Section 3.09.

                                       29
<PAGE>

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

      Section 3.08. Repurchase of Securities at Option of the Holder Upon
Fundamental Change. (a) If a Fundamental Change occurs, subject to Section
3.08(b), the Securities not previously called for redemption or repurchased by
the Company shall be repurchased by the Company, at the option of the Holder
thereof, at a purchase price in cash equal to 100% of the principal amount of
those Securities, plus accrued and unpaid Interest, the Make-Whole Premium, if
any, and accrued and unpaid Liquidated Damages, if any, on those Securities (the
"FUNDAMENTAL CHANGE REPURCHASE PRICE") to, (but excluding) the date selected by
the Company that is 30 Business Days after the date of the notice of a
Fundamental Change delivered by the Company pursuant to Section 3.08(c) (the
"FUNDAMENTAL CHANGE REPURCHASE DATE"), subject to satisfaction by or on behalf
of the Holder of the requirements set forth in Section 3.08(d), provided that if
the Fundamental Change Repurchase Date is on a date that is after a Record Date
and on or prior to the corresponding Interest Payment Date, the Fundamental
Change Repurchase Price will be 100% of the principal amount of the Debentures
repurchased but will not include accrued Interest and Liquidated Damages,
instead, we will pay such Interest, and Liquidated Damages, if any to the Holder
of Record on the corresponding Record Date.

      A "FUNDAMENTAL CHANGE" will be deemed to have occurred upon a Change of
Control or a Termination of Trading.

      A "CHANGE OF CONTROL" will be deemed to have occurred at such time after
the original issuance of the Securities when any of the following has occurred:

            (i)   as indicated by the filing of a Schedule TO under the Exchange
      Act or any other schedule, form or report under the Exchange Act
      disclosing the acquisition by any Person, including any syndicate or group
      deemed to be a "person" under Section 13(d)(3) of the Exchange Act of
      beneficial ownership, directly or indirectly, through a purchase, merger
      or other acquisition transaction or series of purchase, merger or other
      acquisition transactions, of shares of the Capital Stock of the Company
      entitling that Person to exercise 50% or more of the total voting power of
      all shares of the Capital Stock of the Company entitled to vote generally
      in elections of directors, other than any acquisition by the Company, any
      Subsidiary of the Company, or any of the employee benefit plans of the
      Company (except that any of those Persons shall be deemed to have
      beneficial ownership of all securities it has the right to acquire,
      whether the right is currently exercisable or is exercisable only upon the
      occurrence of a subsequent condition); or

                                       30
<PAGE>

            (ii)  the Company consolidates or merges with or into any other
      Person, any merger of another Person into the Company, or any conveyance,
      sale, transfer, lease or other disposition of all or substantially all of
      the properties and assets of the Company to another Person, other than:
      (A) any transaction pursuant to which holders of the Company's Capital
      Stock immediately prior to the transaction have the entitlement to
      exercise, directly or indirectly, 50% or more of the total voting power of
      all shares of Capital Stock of the Company entitled to vote generally in
      elections of directors of the continuing or surviving Person immediately
      after giving effect to such issuance, or (B) any merger, share exchange,
      transfer of assets or similar transaction solely for the purpose of
      changing the Company's jurisdiction of incorporation and resulting in a
      reclassification, conversion or exchange of outstanding shares of Common
      Stock, if at all, solely into shares of common stock of the surviving
      Person or a direct or indirect parent of the surviving Person.

      (b)   Notwithstanding the foregoing, it shall not be considered a
Fundamental Change if more than 90% of the consideration in the transaction or
transactions (other than cash payments for fractional shares and cash payments
made in respect of dissenters' appraisal rights) that would otherwise constitute
a Fundamental Change consists of shares of common stock traded or to be traded
immediately following such transaction on a national securities exchange or the
Nasdaq National Market, and, as a result of the transaction or transactions, the
Securities become convertible into that common stock (and any rights attached
thereto).

      For the purposes of this Section 3.08, (x) whether a person is a
"beneficial owner" shall be determined in accordance with Rule 13d-3 under the
Exchange Act and (y) the term "person" includes any syndicate or group that
would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

      (c)   No later than 30 days after the occurrence of a Fundamental Change,
the Company shall mail a Company Notice of the Fundamental Change in accordance
with customary business practices to the Trustee and to each Holder (and to
beneficial owners as required by applicable law). The Company Notice shall
include a form of Fundamental Change Repurchase Notice to be completed by the
Holder and shall state:

            (i)   briefly, the events causing a Fundamental Change and the date
      of such Fundamental Change;

            (ii)  the date by which the Fundamental Change Repurchase Notice
      pursuant to this Section 3.08 must be delivered to the Paying Agent in
      order for a Holder to exercise the repurchase rights;

            (iii) the Fundamental Change Repurchase Date;

                                       31
<PAGE>

            (iv)  the Fundamental Change Repurchase Price (exclusive of any
      Make-Whole Premium);

            (v)   whether a Make-Whole Premium is payable, and if so, the Stock
      Price, Effective Date and Make-Whole Percentage to be used in calculating
      such Make-Whole Premium;

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

            (vii) the Conversion Rate;

            (viii) that the Securities as to which a Fundamental Change
      Repurchase Notice has been given may be converted if they are otherwise
      convertible pursuant to Article 10 hereof only if the Fundamental Change
      Repurchase Notice has been withdrawn in accordance with the terms of this
      Indenture;

            (ix)  that the Securities must be surrendered to the Paying Agent to
      collect payment;

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

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

            (xii) briefly, the conversion rights, if any, on the Securities;

            (xiii) the procedures for withdrawing a Fundamental Change
      Repurchase Notice;

            (xiv) that, unless the Company defaults in making payment of such
      Fundamental Change Repurchase Price, Interest and Liquidated Damages, if
      any, on Securities surrendered for purchase by the Company will cease to
      accrue immediately on the Fundamental Change Repurchase Date; and

            (xv)  the CUSIP number(s) of the Securities.

      At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

                                       32
<PAGE>

      (d)   A Holder may exercise its rights specified in Section 3.08(a) upon
delivery of a written notice of purchase (a "FUNDAMENTAL CHANGE REPURCHASE
NOTICE") to the Paying Agent at any time before the close of business on the
Business Day prior to the Fundamental Change Repurchase Date stating:

            (i)   the certificate number of the Security which the Holder will
      deliver to be purchased or, if Certificated Securities have not been
      issued, the Fundamental Change Repurchase Notice shall comply with the
      appropriate Depository procedures;

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

            (iii) that such Security shall be purchased pursuant to the terms
      and conditions specified in Section 5 of the Securities and in this
      Indenture; and

      The delivery of such Security (together with all necessary endorsements)
to the Paying Agent with the Fundamental Change Repurchase Notice at the offices
of the Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Repurchase Price therefor; provided, however, that such
Fundamental Change Repurchase Price shall be so paid pursuant to this Section
3.08 only if the Security (together with all necessary endorsements) so
delivered to the Paying Agent shall conform in all respects to the description
thereof set forth in the related Fundamental Change Repurchase Notice.

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

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the Fundamental Change
Repurchase Price on the later of the Business Day following the Fundamental
Change Repurchase Date or the time of delivery of such Security (together with
all necessary endorsements).

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

                                       33
<PAGE>

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

      Section 3.09. Effect of Repurchase Notice or Fundamental Change Repurchase
Notice. (a) Upon receipt by the Paying Agent of the Repurchase Notice or
Fundamental Change Repurchase Notice specified in Section 3.07(c) or Section
3.08(d), as applicable, the Holder of the Security in respect of which such
Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be,
was given shall (unless such Repurchase Notice or Fundamental Change Repurchase
Notice, as the case may be, is withdrawn as specified in Section 3.09(b))
thereafter be entitled solely to receive the Repurchase Price or Fundamental
Change Repurchase Price, as the case may be, with respect to such Security. Such
Repurchase Price or Fundamental Change Repurchase Price shall be paid to such
Holder, subject to receipts of funds and/or securities by the Paying Agent,
promptly following the later of (x) the Repurchase Date or the Business Day
following the Fundamental Change Repurchase Date, as the case may be, with
respect to such Security (provided the conditions in Section 3.07(c) or Section
3.08(d) as applicable, have been satisfied) and (y) the time of delivery of such
Security to the Paying Agent by the Holder thereof in the manner required by
Section 3.07 or Section 3.08(d), as applicable. Securities in respect of which a
Repurchase Notice or Fundamental Change 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 Repurchase Notice or Fundamental Change
Repurchase Notice unless such Repurchase Notice or Fundamental Change Repurchase
Notice has first been validly withdrawn as specified in Section 3.09(b) below.

      (b)   A Repurchase Notice or Fundamental Change 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 Repurchase Notice or Fundamental Change
Repurchase Notice, as the case may be, at any time prior to the close of
business on the Repurchase Date or Fundamental Change Repurchase Date, as the
case may be, specifying:

            (i)   the principal amount of the Security with respect to which
      such notice of withdrawal is being submitted;

            (ii)  the certificate number, if any, of the Security in respect of
      which such notice of withdrawal is being submitted or, if Certificated
      Securities have not been issued, such notice of withdrawal shall comply
      with the appropriate Depository procedures; and

            (iii) the principal amount, if any, of such Security which remains
      subject to the original Repurchase Notice or Fundamental Change Repurchase
      Notice, as the case may be, and which has been or will be delivered for
      purchase by the Company.

                                       34
<PAGE>

      Section 3.10. Deposit of Repurchase Price or Fundamental Change Repurchase
Price. Prior to 11:00 a.m. (local time in the City of New York) on the Business
Day following the Repurchase Date or the Fundamental Change Repurchase Date, as
the case may be, the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 2.04) an amount of cash (in immediately available funds if deposited on
such Business Day), sufficient to pay the aggregate Repurchase Price or
Fundamental Change Repurchase Price, as the case may be, of all the Securities
or portions thereof which are to be purchased as of the Repurchase Date or
Fundamental Change Repurchase Date, as the case may be; provided that in the
case of any Make-Whole Premium payable on any Fundamental Change Repurchase
Date, the Company shall deposit, with respect to such Make-Whole Premium, the
appropriate amount of cash securities or other property as required pursuant to
Section 12.01. Payment by the Paying Agent of the Repurchase Price or
Fundamental Change Repurchase Price, as the case may be, for the Securities
shall be made promptly following the later of the Repurchase Date or Fundamental
Change Repurchase Date, as the case may be, or the time of book-entry transfer
or delivery of such Securities. If the Paying Agent holds, in accordance with
the terms of this Indenture, cash, securities or other property, as the case may
be, sufficient to pay the Repurchase Price or Fundamental Change Repurchase
Price (including any Make-Whole Premium), as the case may be, then, on and after
such date, such Securities shall cease to be outstanding and Interest (including
Liquidated Damages, if any) on such Securities shall cease to accrue, whether or
not book-entry transfer of such Securities is made or such Securities are
delivered to the Paying Agent, and all other rights of the Holder shall
terminate (other than the right to receive the Repurchase Price, Fundamental
Change Repurchase Price or Make-Whole Premium, as the case may be). Nothing
herein shall preclude the withholding of any tax required by law or regulations.

      Section 3.11. Securities Purchased in Part. Any Certificated Security
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, 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 Security so surrendered which is not
purchased.

      Section 3.12. Covenant to Comply with Securities Laws upon Purchase of
Securities. When complying with the provisions of Section 3.07 or 3.08 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor

                                       35
<PAGE>

provision thereto) under the Exchange Act at the time of such offer or
purchase), and subject to any exemptions available under applicable law, the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, if applicable, (ii) file the related Schedule
TO (or any successor schedule, form or report) if 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 Sections 3.07 and 3.08 to be
exercised in the time and in the manner specified in Sections 3.07 and 3.08.

      Section 3.13. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed as provided in
Section 12 of the Securities, together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.01(e)), held by them for the
payment of the Repurchase Price or Fundamental Change Repurchase Price, as the
case may be; provided, however, that to the extent that the aggregate amount of
cash or other property deposited by the Company pursuant to Section 3.10 exceeds
the aggregate Repurchase Price or Fundamental Change Repurchase Price, as the
case may be, of the Securities or portions thereof which the Company is
obligated to purchase as of the Repurchase Date or Fundamental Change Repurchase
Date, as the case may be, then, unless otherwise agreed in writing with the
Company, promptly after the Business Day immediately following the Repurchase
Date or Fundamental Change Repurchase Date, as the case may be, the Trustee
shall return any such excess to the Company together with interest or dividends,
if any, thereon (subject to the provisions of Section 7.01(e)).

                                    ARTICLE 4
                                    COVENANTS

      Section 4.01. Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash in immediately
available funds to be given to the Trustee or Paying Agent, shall be deposited
with the Trustee or Paying Agent by 11:00 a.m., New York City time, by the
Company. The principal amount of, and Interest and Liquidated Damages, if any,
on the Securities, and the Redemption Price, Repurchase Price and the
Fundamental Change Repurchase Price shall be considered paid on the applicable
date due if on such date (or, in the case of a Repurchase Price or Fundamental
Change Repurchase Price, on the Business Day immediately following the
applicable Repurchase Date or Fundamental Change Repurchase Date, as the case
may be) the Trustee or the Paying Agent holds, in accordance with this
Indenture, cash or securities, if permitted hereunder, sufficient to pay all
such amounts then due.

      Section 4.02. SEC and Other Reports. The Company shall file with or make
available to the Trustee, within 15 days after it files such annual and

                                       36
<PAGE>

quarterly reports, information, documents and other reports with the SEC, copies
of its annual report and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act, provided that any such
reports, information or documents filed with the SEC pursuant to its Electronic
Data and Gathering Analysis and Retrieval System shall be deemed filed with the
Trustee. In the event the Company is at any time no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall
continue to provide the Trustee with reports containing substantially the same
information as would have been required to be filed with the SEC had the Company
continued to have been subject to such reporting requirements. In such event,
such reports shall be provided at the times the Company would have been required
to provide reports had it continued to have been subject to such reporting
requirements. The Company also shall comply with the other provisions of TIA
Section 314(a). 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 conclusively on Officers' Certificates).

      Section 4.03. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending in December 2004) an Officers'
Certificate, stating whether or not to the knowledge of the signer 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 the request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

      Section 4.05. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of U.S. Bank Trust National Association, an
Affiliate of the Trustee, located at 100 Wall Street, 16th Floor, New York, NY
10005, Attention: Corporate Trust Services, shall initially

                                       37
<PAGE>

be such office or agency for all of the aforesaid purposes. The Company shall
give prompt written notice to the Trustee of any change in the location of any
such office or agency. 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 13.02.

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

      Section 4.06. Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock, 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. Whether a person is a beneficial owner
shall be determined by the Company to the Company's reasonable satisfaction.

      Section 4.07. Liquidated Damages Notice. In the event that the Company is
required to pay Liquidated Damages to holders of Securities 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 days prior to the required 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 to any holder of Securities 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. Unless and
until the Trustee shall receive at the Corporate Trust Office a Liquidated
Damages Notice, the Trustee may assume without inquiry that no Liquidated
Damages are owed.

                                       38
<PAGE>

                                    ARTICLE 5
                                SUCCESSOR PERSON

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

      (a)   either (1) the Company shall be the continuing corporation or (2)
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person that acquires by conveyance, transfer,
sale 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 reasonably satisfactory to the Trustee, all of
the obligations of the Company under the Securities and this Indenture;

      (b)   if as a result of such transaction the Securities become convertible
into common stock or other securities issued by a third party (other than the
Company or any successor Person), such third party shall fully and
unconditionally guarantee all obligations of the Company or such successor
Person under the Securities and the Indenture;

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

      (d)   the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, sale, 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

                                       39
<PAGE>

the case of a lease and obligations the Company may have under a supplemental
indenture, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities. 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. So long as any Securities are
outstanding, each of the following shall be an "EVENT OF DEFAULT":

      (a)   following the exercise by the Holder of the right to convert a
Security in accordance with Article 10 hereof, the Company fails to deliver the
cash or shares of Common Stock required to be delivered as part of the
applicable Conversion Settlement Distribution on the applicable Conversion
Settlement Date as required pursuant to Section 10.02(e);

      (b)   the Company defaults in its obligation to provide timely notice of a
Fundamental Change to the Trustee and each Holder as required under Section
3.08(d);

      (c)   the Company defaults in its obligation to repurchase any Security,
or any portion thereof, upon the exercise by the Holder of such Holder's right
to require the Company to repurchase such Securities pursuant to and in
accordance with Section 3.07 or 3.08 hereof, whether or not prohibited by
Article 11 hereof;

      (d)   the Company defaults in its obligation to redeem any Security, or
any portion thereof, called for redemption by the Company pursuant to and in
accordance with Section 3.01 hereof, whether or not prohibited by Article 11
hereof;

      (e)   the Company defaults in the payment of the principal amount of any
Security when the same becomes due and payable at its Stated Maturity, whether
or not prohibited by Article 11 hereof;

      (f)   the Company defaults in the payment of any Interest or Liquidated
Damages when due and payable, and continuance of such default for a period of 30
days, whether or not prohibited by Article 11 hereof;

      (g)   the Company fails to comply with any of its agreements or covenants
in the Securities or this Indenture (other than those referred to in clause (a)
through clause (f) above) and such failure continues for 60 days after receipt
by the Company of a Notice of Default;

                                       40
<PAGE>

      (h)   a failure to pay when due at maturity or a default, event of default
or other similar condition or event (however described) that results in the
acceleration of maturity of any indebtedness for borrowed money of the Company
or any Designated Subsidiary (including, without limitation, the Credit
Agreement) in an aggregate principal amount of $25 million or more, unless the
acceleration is rescinded, stayed or annulled within 30 days after receipt by
the Company of a Notice of Default;

      (i)   the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any Designated
Subsidiary or any group of two or more Subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, in an involuntary case or proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law
or (ii) a decree or order adjudging the Company or any Designated Subsidiary or
any group of two or more Subsidiaries that, taken as a whole, would constitute a
Designated Subsidiary, bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or any Designated Subsidiary or any group of two or more
Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary,
under any applicable law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order described in clause (i) or (ii) above unstayed
and in effect for a period of 60 consecutive days; and

      (j)   the commencement by the Company or any Designated Subsidiary or any
group of two or more Subsidiaries that, taken as a whole, would constitute a
Designated Subsidiary, of a voluntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the written consent
by the Company or any Designated Subsidiary or any group of two or more
Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary,
to the entry of a decree or order for relief in respect of the Company or any
Designated Subsidiary or any group of two or more Subsidiaries that, taken as a
whole, would constitute a Designated Subsidiary, in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company, or the filing by the Company or any Designated
Subsidiary or any group of two or more Subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, of a petition or answer or consent
seeking reorganization or relief under any applicable law, or the written
consent by the Company to the filing of such petition or to the appointment of
or the taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or the making by the Company or any Designated
Subsidiary or any group of two or more

                                       41
<PAGE>

Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary,
of an assignment for the benefit of creditors, or the admission by the Company
or any Designated Subsidiary or any group of two or more Subsidiaries that,
taken as a whole, would constitute a Designated Subsidiary, in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Designated Subsidiary or any group of two
or more Subsidiaries that, taken as a whole, would constitute a Designated
Subsidiary, expressly in furtherance of any such action.

      For the avoidance of doubt, clause (g) and (h) above shall not constitute
an Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities at the time
outstanding notify the Company and the Trustee, of such default and the Company
does not cure such default (and such default is not waived) within the time
specified in clause (g) or (h) 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."

      Section 6.02. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.01(i) or Section 6.01(j) with respect to the
Company) occurs and is continuing (the default not having been cured or waived),
the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding by notice
to the Company and the Trustee, may declare the principal amount of the
Securities and any accrued and unpaid Interest and accrued and unpaid Liquidated
Damages, if any, on all the Securities to be immediately due and payable. Upon
such a declaration, such accelerated amount shall be due and payable
immediately. If an Event of Default specified in Section 6.01(i) or Section
6.01(j) with respect to the Company occurs and is continuing, the principal
amount of the Securities and any accrued and unpaid Interest and accrued and
unpaid Liquidated Damages, if any, on all the Securities shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Securityholder) may rescind 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 amount of the Securities and any
accrued and unpaid Interest and accrued and unpaid Liquidated Damages, if any,
that have become due solely as a result of acceleration and if all amounts due
to the Trustee under Section 7.07 have been paid. No such rescission shall
affect any subsequent Event of Default or impair any right consequent thereto.

Section 6.03. Other Remedies. If an Event of Default occurs and is continuing,
the Trustee may, subject to Article 11, pursue any available remedy to collect
the payment of the principal amount of the Securities and any accrued and

                                       42
<PAGE>

unpaid Interest and accrued and unpaid Liquidated Damages, if any, on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture. The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or does not produce any of the Securities in
the proceeding. A delay or omission by the Trustee or any Securityholder 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 Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing or past Event of Default and its consequences except (1) an Event of
Default described in Section 6.01 clauses (a) through (e) or (2) an Event of
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Securityholder affected. 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. This Section 6.04 shall
be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

      Section 6.05. Control by Majority. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee is offered indemnity satisfactory to it. This
Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such Section
316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

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

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

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

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

                                       43
<PAGE>

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

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

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

      Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture (but subject to Article 11), the right of any
Holder to receive payment of the principal amount of the Securities and any
accrued and unpaid Interest and accrued and unpaid Liquidated Damages, if any,
in respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or any Redemption Date, Repurchase Date or
Fundamental Change Repurchase Date, and to convert the Securities 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 clauses (a) through (f) 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 Securities and the
amounts provided for in Section 7.07.

      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 Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal amount of the Securities and any accrued and unpaid
Interest and accrued and unpaid Liquidated Damages, if any, in respect of the
Securities 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, subject to Article 11,
be entitled and empowered, by intervention in such proceeding or otherwise:

      (a)   to file and prove a claim for the whole principal amount of the
Securities and any accrued and unpaid Interest and accrued and unpaid Liquidated
Damages, if any, 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 7.07) and of the Holders allowed in such judicial proceeding, and

                                       44
<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 7.07.

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

      Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall, subject to Article 11, pay out the money in the
following order:

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

      SECOND: to Securityholders for amounts due and unpaid on the Securities
for the principal amount of the Securities and any accrued and unpaid Interest
and accrued and unpaid 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 Securities; and

      THIRD: the balance, if any, to the Company.

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

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

                                       45
<PAGE>

Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section
315(e) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

      Section 6.12. Waiver Of Stay, Extension Or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount of
the Securities and any accrued and unpaid Interest and accrued and unpaid
Liquidated Damages, if any, on Securities, 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 of Trustee. The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein.

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

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

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

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

                                       46
<PAGE>

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

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

            (i)   this Section (b) does not limit the effect of Section 7.01(a);

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

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

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

      (c)   Every provision of this Indenture that in any way relates to the
Trustee is subject to this Section 7.01.

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

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

      (f)   No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

      Section 7.02. Rights of Trustee. Subject to its duties and
responsibilities under the TIA:

      (a)   the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
(whether in original or

                                       47
<PAGE>

facsimile form) believed by it to be genuine and to have been signed or
presented by the proper party or parties;

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

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

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

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

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

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

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

      (i)   the Trustee shall not be deemed to have notice of any default or
Event of Default unless a Responsible Officer of the Trustee has actual

                                       48
<PAGE>

knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

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

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

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

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

      Section 7.05. Notice of Defaults. If a default or Event of Default occurs
and if it is known to the Trustee, the Trustee shall give to each Securityholder
notice of the default or Event of Default within 90 days after it occurs or, if
later, within 15 days after it is known to the Trustee, unless such default or
Event of Default shall have been cured or waived before the giving of such
notice. Notwithstanding the preceding sentence, except in the case of a default
or Event of Default described in Section 6.01 clauses (1) through (5), the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interest
of the Securityholders. The preceding sentence shall be in lieu of the proviso
to Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA.

      Section 7.06. Reports by Trustee to Holders. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the

                                       49
<PAGE>

Trustee shall mail to each Securityholder a brief report dated as of such
December 31 that complies with TIA Section 313(a), if required by such Section
313(a). The Trustee also shall comply with TIA Section 313(b).

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

      Section 7.07. Compensation and Indemnity. The Company agrees:

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

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

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

      To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal
amount of, or the Redemption Price, Repurchase Price, Fundamental Change
Repurchase Price, Interest or Liquidated Damages, if any, as the case may be, on
particular Securities.

      The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of an Event of
Default specified in Section 6.01(i) or 6.01(j), the expenses, including the

                                       50
<PAGE>

reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any bankruptcy law.

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

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

            (ii)  the Trustee is adjudged bankrupt or insolvent;

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

            (iv)  the Trustee otherwise becomes incapable of acting.

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

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

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

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

      Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets (including the administration of the trust
created by this Indenture) to, another corporation, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

                                       51
<PAGE>

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

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

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

      Section 8.01. Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced or repaid pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee cash sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.07, cease to be of further
effect. Money so held in trust shall not be subject to the subordination
provisions of Article 11. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
Opinion of Counsel and at the cost and expense of the Company.

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

                                       52
<PAGE>

                                    ARTICLE 9
                                   AMENDMENTS

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

      (a)   add to the covenants of the Company for the benefit of the Holders
of Securities;

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

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

      (d)   provide for the assumption of the Company's obligations to the
Holders of Securities in the case of a merger, consolidation, conveyance,
transfer or lease pursuant to Article 5 hereof;

      (e)   increase the Conversion Rate; provided, however, that such increase
in the Conversion Rate shall not adversely affect the interests of the Holders
of Securities (after taking into account tax and other consequences of such
increase);

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

      (g)   make any changes or modifications necessary in connection with the
registration of the Securities under the Securities Act as contemplated in the
Registration Rights Agreement; provided, however, that such action pursuant to
this clause (g) does not, in the good faith opinion of the Board of Directors of
the Company (as evidenced by a Board Resolution) and the Trustee, adversely
affect the interests of the Holders of Securities in any material respect;

      (h)   evidence and provide for the acceptance of the appointment of a
successor trustee;

      (i)   make any changes necessary to cure any ambiguity or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein or which is otherwise defective; provided, however, that such
action pursuant to this clause (i) does not, in the good faith opinion of the
Board of Directors and the Trustee (which determination shall be conclusive),
adversely affect the interests of the Holders of Securities in any material
respect; and provided further that any amendment made solely to conform the
provisions herein to the description of the Securities contained in the Final
Offering Memorandum will not be deemed to adversely affect the interests of the
Holders of Securities; or

                                       53
<PAGE>

      (j)   add or modify any other provisions herein with respect to matters or
questions arising hereunder which the Company and the Trustee may deem necessary
or desirable and which will not adversely affect the interests of the Holders of
Securities.

      Section 9.02. With Consent of Holders. Except as provided below in this
Section 9.02, this Indenture or the Securities may be amended, modified or
supplemented, and noncompliance in any particular instance with any provision of
this Indenture or the Securities may be waived, in each case with the written
consent of the Holders of at least a majority of the principal amount of the
Securities at the time outstanding.

      Without the written consent or the affirmative vote of each Holder of
Securities affected thereby, an amendment, supplement or waiver under this
Section 9.02 may not:

      (a)   change the maturity of any Security, or the payment date of any
installment of Interest or Liquidated Damages payable on any Security;

      (b)   reduce the principal amount of, or the Interest or Liquidated
Damages, payable on, or the Redemption Price, Repurchase Price, Fundamental
Change Repurchase Price or Make-Whole Premium on any Security;

      (c)   impair or adversely affect the conversion rights of any Holder of
Securities;

      (d)   change the currency of payment of such Securities or Interest,
Liquidated Damages, Redemption Price, Fundamental Change Repurchase Price,
Make-Whole Premium or Repurchase Price thereon;

      (e)   alter the manner of calculation or rate of Interest or Liquidated
Damages, Redemption Price, Fundamental Change Repurchase Price, Repurchase Price
or Make-Whole Premium on any Security, or extend time for payment of any amounts
due and payable to the Holders of the Securities;

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

      (g)   modify the obligation of the Company to maintain an office or agency
in The City of New York pursuant to Section 4.05;

      (h)   adversely affect the repurchase option of the Holders of the
Securities as provided in Article 3 or the right of the Holders of the
Securities to convert any Security as provided in Article 10, except as
otherwise permitted pursuant to Article 5 or Section 10.05 hereof;

                                       54
<PAGE>

      (i)   modify the provisions of Article 3 in a manner adverse to the
Holders of the Securities;

      (j)   modify any of the provisions of this Section, or reduce the
percentage of the aggregate principal amount of outstanding Securities required
to amend, modify or supplement the Indenture or the Security or waive an Event
of Default, except to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
outstanding Security affected thereby;

      (k)   reduce the percentage of the aggregate principal amount of the
outstanding Securities the consent of whose Holders is required for any such
supplemental indenture entered into in accordance with this Section 9.02 or the
consent of whose Holders is required for any waiver provided for in this
Indenture; or

      (l)   modify the subordination provisions of Article 11 in a manner
adverse to the Holders of Securities.

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

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

      Nothing in this Section 9.02 shall impair the ability of the Company and
the Trustee to amend this Indenture or the Securities without the consent of any
Securityholder to provide for the assumption of the Company's obligations to the
Holders of Securities in the case of a merger, consolidation, conveyance,
transfer or lease pursuant to Article 5 hereof.

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

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

                                       55
<PAGE>

      Section 9.05. Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

      Section 9.06. Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign such
supplemental indenture. In signing such supplemental indenture the Trustee shall
receive, and (subject to the provisions of Section 7.01) shall be fully
protected in relying upon, 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 Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10
                                   CONVERSIONS

      Section 10.01. Conversion Privilege. (a) Subject to and upon compliance
with the provisions of this Article 10 (including without limitation the
Company's right, in its sole and absolute discretion, to satisfy its Conversion
Obligation in any manner permitted pursuant to Section 10.03), a Holder of a
Security shall have the right, at such Holder's option, to convert all or any
portion (if the portion to be converted is $1,000 principal amount or an
integral multiple thereof) of such Security at any time prior to the close of
business on the Stated Maturity into shares of Common Stock at the Conversion
Rate in effect on the date of conversion only under the following circumstances:

            (1)   during any fiscal quarter of the Company and only during such
      fiscal quarter, commencing after September 30, 2004, if the Closing Sale
      Price of the Common Stock at least for 20 Trading Days in the 30
      consecutive Trading Day period ending on the last Trading Day of the
      preceding fiscal quarter was more than 130% of the Conversion Price as of
      that 30th Trading Day; the Conversion Agent will, on the Company's behalf,
      but only upon the request of the Company, determine if the

                                       56
<PAGE>

      Securities are convertible as a result of the sale price of the Common
      Stock and notify the Company and the Trustee;

            (2)   during the five consecutive Business Day period after any five
      consecutive Trading Day period (the "MEASUREMENT PERIOD") in which the
      Trading Price per $1,000 principal amount of the Securities for each day
      of such Measurement Period was less than 98% of the product of the Closing
      Sale Price of the Common Stock and the Conversion Rate on each such date;
      provided that if Securities are converted in reliance on this subsection
      and on any Trading Day during such Measurement Period the Closing Sale
      Price of the Common Stock was between 100% and 130% of the Conversion
      Price on such Trading Day the converting Holder will receive, in lieu of
      Common Stock based on the Conversion Rate, cash or Common Stock or a
      combination of cash and Common Stock, at the Company's option, with a
      value equal to 100% of the principal amount of the Securities plus accrued
      and unpaid Interest and Liquidated Damages, if any, to, but not including,
      the Conversion Date (a "PRINCIPAL VALUE CONVERSION"); the Conversion Agent
      will, on the Company's behalf, determine if the Securities are convertible
      as a result of the Trading Price of the Securities and notify the Company
      and the Trustee; provided, that the Conversion Agent shall have no
      obligation to determine the Trading Price of the Securities unless the
      Company has requested such determination and the Company shall have no
      obligation to make such request unless requested to do so by a holder of
      the Securities. At such time, the Company shall instruct the Conversion
      Agent to determine the Trading Price of the Securities beginning on the
      next Trading Day and on each successive Trading Day until the Trading
      Price of the Securities is greater than or equal to 98% of the product of
      the "Closing Sale Price" of Common Stock and the Conversion Rate;

            (3)   at any time prior to the close of business on the Business Day
      prior to the Redemption Date, if such Security has been called for
      redemption pursuant to Article 3 hereof, even if the Securities are not
      otherwise convertible at that time; or

            (4)   as provided in Section (b) of this Section 10.01.

      Whenever the Securities shall become convertible pursuant to this Section
10.01, the Company or, at the Company's request delivered to the Trustee at
least 5 Business Days before the requested notice is to be delivered to the
Holders, the Trustee in the name and at the expense of the Company, shall
promptly notify the Holders of the event triggering such convertibility in the
manner provided in Section 13.02, and the Company shall also promptly but in no
event less than 15 days prior to the effective date of such transaction publicly
announce such information through a public medium that is customary for such
public announcements or publish it on the Company's Web site or through such
other

                                       57
<PAGE>

public medium as the Company may use at such time. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.

      (b)   In the event that:

                        (1)   (i) the Company distributes to all holders of
                  Common Stock rights or warrants entitling them to purchase,
                  for a period expiring within sixty (60) days after the date of
                  such distribution, Common Stock at a price per share less than
                  the Closing Sale Price of the Common Stock on the Business Day
                  immediately preceding the announcement of such distribution;
                  or (ii) the Company elects to distribute to all holders of
                  Common Stock, cash or other assets, debt securities or certain
                  rights to purchase the Company's securities, which
                  distribution has a per share value as determined by the Board
                  of Directors (which determination shall be conclusive)
                  exceeding 10% of the Closing Sale Price of the Common Stock on
                  the Business Day preceding the declaration date for such
                  distribution, then, in each case, the Securities may be
                  surrendered for conversion at any time on and after the date
                  that the Company gives notice to the Holders of such right,
                  which shall be not less than 20 days prior to the Ex-Dividend
                  Time for such distribution, until the earlier of the close of
                  business on the Business Day immediately preceding the
                  Ex-Dividend Time or the date the Company announces that such
                  distribution will not take place.

                        (2)   the Company becomes a party to a consolidation,
                  merger or binding share exchange pursuant to which the Common
                  Stock would be converted into cash, securities or other
                  property, then the Securities may be surrendered for
                  conversion at any time from and after the date which is 15
                  days prior to the anticipated effective date of such
                  transaction until the effective date of the transaction, or if
                  the transaction also constitutes a Fundamental Change until
                  the Fundamental Change Repurchase Date.

      Notwithstanding the foregoing, the Securities will not be convertible
pursuant to clause (1) above if the Company provides that Holders of Securities
will participate in such distribution without conversion.

      (c)   In addition, if the transaction described in Section 10.02(b)(2) is
(i) also a transaction of the type described in clause (ii) of the definition of
Change of

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<PAGE>

Control, (ii) constitutes a Fundamental Change and (iii) occurs before June 30,
2009, the Company will pay the Make-Whole Premium in connection with the
conversion of the Securities, in the amount and manner specified in Section
12.01.

      "EX-DIVIDEND TIME" means, with respect to any issuance or distribution on
shares of Common Stock, the first date on which the shares of Common Stock trade
regular way on the principal securities market on which the shares of Common
Stock are then traded without the right to receive such issuance or
distribution.

      Section 10.02. Conversion Procedure; Conversion Price; Fractional Shares.
(a) Subject to the Company's rights under Section 10.03, each Security shall be
convertible at the office of the Conversion Agent into fully paid and
nonassessable shares (calculated to the nearest 1/100th of a share) of Common
Stock. The rate at which shares of Common Stock shall be delivered upon
conversion (the "CONVERSION RATE") shall be initially 56.0243 shares of Common
Stock for each $1,000 principal amount of Securities. The Conversion Rate shall
be adjusted in certain instances as provided in Section 10.04 hereof. Upon
conversion, no payment shall be made by the Company with respect to any accrued
and unpaid Interest, if any. Instead, such amount shall be deemed paid by the
applicable Conversion Settlement Distribution delivered upon conversion of any
Security. In addition, no payment or adjustment shall be made in respect of
dividends on the Common Stock with a record date prior to the Conversion Date.
The Company shall not issue any fraction of a share of Common Stock in
connection with any conversion of Securities, but instead shall make a cash
payment (calculated to the nearest cent) equal to such fraction multiplied by
the Closing Sale Price of the Common Stock on the Trading Day prior to the
Conversion Settlement Date.

      (b)   Before any Holder of a Security shall be entitled to convert the
same into Common Stock, such Holder shall (1) in the case of Global Securities,
deliver to the Depository the appropriate instruction form for conversion
pursuant to the Depository's conversion program, and in the case of Certificated
Securities, surrender such Securities, duly endorsed to the Company or in blank,
at the office of the Conversion Agent, and (2) give written notice to the
Company in the form on the reverse of such Certificated Security (the
"CONVERSION NOTICE") at said office or place that such Holder elects to convert
the same and shall state in writing therein the principal amount of Securities
to be converted and the name or names (with addresses) in which such Holder
wishes the certificate or certificates for Common Stock included in the
Conversion Settlement Distribution, if any, to be registered.

      Before any such conversion, a Holder also shall pay all taxes or duties,
if any, as provided in Section 10.06 and any amount payable pursuant to Section
10.02(h).

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<PAGE>

      If more than one Security shall be surrendered for conversion at one time
by the same Holder, the number of full shares of Common Stock, if any, that
shall be deliverable upon conversion as part of the Conversion Settlement
Distribution shall be computed on the basis of the aggregate principal amount of
the Securities (or specified portions thereof to the extent permitted thereby)
so surrendered.

      (c)   A Security shall be deemed to have been converted as of the close of
business on the date (the "CONVERSION DATE") that is the latest of (i) the date
the Holder has complied with Section 10.02(b), (ii) the expiration of the Cash
Settlement Notice Period or (iii) if the Company elects to pay cash in lieu of
Common Stock pursuant to Section 10.03, the expiration of the Conversion
Retraction Period.

      (d)   In the case of a Principal Value Conversion, a holder will receive
either cash, Common Stock or a combination of cash and Common Stock, at the
Company's option, with a value equal to the principal amount of the Security
converted plus accrued and unpaid Interest and Liquidated Damages, if any, as of
the Conversion Date. If a Holder surrenders its Securities for conversion and it
is a Principal Value Conversion, the Company will notify the Holder before the
date that is two Business Days following the Conversion Date whether it will pay
all or a portion of the principal amount of the Securities plus accrued and
unpaid Interest and Liquidated Damages, if any, in cash, Common Stock or a
combination of cash and Common Stock, and in what percentage of cash and Common
Stock. Any Common Stock delivered upon a Principal Value Conversion will be
valued at the average of the Closing Sale Price of the Common Stock for the ten
consecutive Trading Day period beginning on and including the fifth Trading Day
following the Conversion Date.

      (e)   The Company will, on the Conversion Settlement Date, (i) pay the
cash component (including cash in lieu of any fraction of a share to which such
Holder would otherwise be entitled), if any, of the Conversion Obligation
determined pursuant to Section 10.03 to the Holder of a Security surrendered for
conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be
issued, and deliver to the Conversion Agent or to such Holder, or such Holder's
nominee or nominees, certificates for the number of full shares of Common Stock,
if any, to which such Holder shall be entitled as part of such Conversion
Settlement Distribution.

      (f)   In case any Security shall be surrendered for partial conversion,
the Company shall execute and the Trustee shall authenticate and deliver to or
upon the written order of the Holder of the Security so surrendered, without
charge to such Holder (subject to the provisions of Section 10.06 hereof), a new
Security or Securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Securities.

                                       60
<PAGE>

      (g)   By delivering the full number of shares of Common Stock or other
property issuable upon conversion or cash or a combination of cash and shares of
Common Stock in lieu thereof, together with a cash payment in lieu of any
fractional shares to the Conversion Agent or to the Holder or such Holder's
nominee or nominees, the Company will have satisfied in full its obligation to
deliver Common Stock upon conversion with respect to such Security (other than
any Make-Whole Premium payable pursuant to Section 12.02), and upon such
delivery accrued and unpaid Interest, if any, with respect to such Security will
be deemed to be paid in full rather than canceled, extinguished or forfeited.

      (h)   If a Securityholder delivers a Conversion Notice after the Interest
Record Date for a payment of Interest but prior to the corresponding Interest
Payment Date, such Securityholder must pay to the Company, at the time such
Securityholder surrenders Securities for conversion, an amount equal to the
Interest, that has accrued and will be paid on the related Interest Payment
Date. This Section 10.02(h) shall not apply if (1) the Company has specified a
Redemption Date after an Interest Record Date for a payment of Interest but on
or prior to the corresponding Interest Payment Date, (2) the Company has
specified a Fundamental Change Repurchase Date during such period or (3) any
overdue Interest exists at the time of conversion with respect to the Securities
converted. Notwithstanding the foregoing, the Company shall refund any amount
paid by a Securityholder pursuant to this Section 10.02(h) if the Cash
Settlement Notice Period or, if the Company elects to pay cash in lieu of Common
Stock pursuant to Section 10.03, the Cash Settlement Averaging Period, ends on
or subsequent to the Interest Payment Date immediately following the date such
Securityholder delivered a Conversion Notice. Such refunded amount shall be paid
at the time of delivery of the Conversion Settlement Distribution following
conversion of any Securities.

      Section 10.03. Payment upon Conversion. (a) In the event that the Company
receives a Conversion Notice on or prior to the day that is twenty (20) days
prior to Stated Maturity or, with respect to Securities being redeemed, the
applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures
will apply:

      If the Company chooses to satisfy all or any portion of the Company's
obligation to deliver Common Stock upon conversion (the "CONVERSION OBLIGATION")
in cash, the Company will notify the Holder through the Trustee of the dollar
amount to be satisfied in cash (which must be expressed either as 100% of the
Conversion Obligation or as a fixed dollar amount) at any time on or before the
date that is two Business Days following receipt of the Conversion Notice ("CASH
SETTLEMENT NOTICE PERIOD"). If the Company timely elects to pay cash for any
portion of the Common Stock otherwise issuable to such Holder, the Conversion
Notice may be retracted by the Holder at any time during the two Business Day
period immediately following the Cash Settlement Notice Period ("CONVERSION
RETRACTION PERIOD").

                                       61
<PAGE>

      A Holder may not retract a Conversion Notice (and a Conversion Notice
shall be irrevocable) if the Company does not elect to deliver cash in lieu of
Common Stock (other than cash in lieu of fractional shares). If the Conversion
Notice has not been retracted, then settlement of the Conversion Obligation (in
cash and/or shares of Common Stock) (the "CONVERSION SETTLEMENT DISTRIBUTION")
will occur on the Conversion Settlement Date. Settlement amounts will be
computed as follows:

            (i)   If the Company elects to satisfy the entire Conversion
      Obligation in shares of Common Stock, the Company will deliver to Holders
      surrendering Securities for conversion, a number of shares of Common
      Stock, for each $1,000 principal amount of Securities, equal to the then
      current Conversion Rate.

            (ii)  If the Company elects to satisfy the entire Conversion
      Obligation in cash, the Company will deliver to Holders surrendering
      Securities for conversion, for each $1,000 principal amount of Debentures,
      cash in an amount equal to the product of:

                  (A)   the then current Conversion Rate, and

                  (B)   the average of the Closing Sale Prices of the Common
            Stock for the twenty (20) consecutive Trading Day period beginning
            on the Trading Day after the Conversion Retraction Period (the "CASH
            SETTLEMENT AVERAGING PERIOD").

            (iii) If the Company elects to satisfy in cash a fixed portion of
      the Conversion Obligation other than the entire obligation, the Company
      will deliver to Holders surrendering Securities for conversion, for each
      $1,000 principal amount of Securities, such cash amount ("CASH AMOUNT")
      and a number of shares of Common Stock equal to the greater of (A) zero
      and (B) the excess, if any, of the number of shares of Common Stock
      calculated as set forth in clause (i) above over the number of shares of
      Common Stock equal to the sum, for each day of the Cash Settlement
      Averaging Period, of (x) 5% of the Cash Amount, divided by (y) the Closing
      Sale Price of the Common Stock on such day.

      (b)   In the event that the Company receives a Conversion Notice after the
Final Notice Date, if the Company chooses to satisfy all or any portion of the
Conversion Obligation in cash, the Company may send, on or prior to the Final
Notice Date, a single notice to the Trustee of the dollar amount to be satisfied
in cash (which must be expressed either as 100% of the Conversion Obligation or
as a fixed dollar amount). If the Company delivers a single notice to the
Trustee, the Company will not send individual notices of its election to satisfy
all or any portion of the Conversion Obligation in cash. Settlement amounts will
be computed in the same manner as set forth under Section 10.03(a) above except
that the "Cash Settlement Averaging Period" shall be the twenty Trading Day

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<PAGE>

period beginning on the day after the receipt of the Conversion Notice. If the
Company does not elect to satisfy all or any portion of the Conversion
Obligation in cash, then settlement will occur on the first Business Day
following the Conversion Date.

      (c)   Notwithstanding anything to the contrary in this Indenture, at any
time prior to Stated Maturity, the Company may irrevocably elect, in its sole
discretion without the consent of the Holders of the Securities, by notice to
the Trustee and the Holders of the Securities to satisfy in cash up to 100% of
the principal of the Securities converted after the date of such election, with
any remaining amount to be satisfied in shares of Common Stock. Any Conversion
Notice delivered following the date the Company makes such election shall not be
retractable and the provisions set forth in Section 10.03(a) shall apply as if
the Company chose to send a single notice to the Trustee and the "Cash Amount"
shall be the lesser of (i) the Conversion Rate multiplied by the average Closing
Price of the Common Stock during the Cash Settlement Averaging Period and (ii)
100% of the principal amount of a Security.

      Section 10.04. Adjustment of Conversion Rate. The Conversion Rate shall
be adjusted from time to time by the Company as follows:

      (a)   In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the Record Date of such dividend or other
distribution by a fraction,

            (i)   the numerator of which shall be the number of shares of the
      Common Stock outstanding at the close of business on such Record Date plus
      the total number of shares of Common Stock constituting such dividend or
      other distribution; and

            (ii)  the denominator of which shall be the sum of such number of
      shares of Common Stock outstanding at the close of business on such Record
      Date,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. 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 Rate shall again be adjusted to the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared.

      (b)   In case the Company shall distribute rights (excluding any Rights
pursuant to the Rights Agreement) or warrants to all holders of its outstanding
shares of Common Stock entitling them (for a period expiring within sixty (60)
days after the date of such distribution) to subscribe for or purchase shares of

                                       63
<PAGE>

Common Stock at a price per share less than the Closing Sale Price of the Common
Stock on the Record Date for such distribution, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to such Record Date by a fraction,

            (i)   the numerator of which shall be the number of shares of Common
      Stock outstanding on such Record Date plus the total number of additional
      shares of Common Stock offered for subscription or purchase, and

            (ii)  the denominator of which shall be the sum of the number of
      shares of Common Stock outstanding at the close of business on such Record
      Date plus the number of shares that the aggregate offering price of the
      total number of shares so offered would purchase at the Closing Sale Price
      of the Common Stock on such date.

      Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the Record Date for the issuance of such rights or
warrants. To the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate that would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered. In the event
that such rights or warrants are not so issued, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if 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 Closing Sale Price, and in determining the aggregate offering price of
such shares of Common Stock, there shall be taken into account any consideration
received by the Company for such rights or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors (whose determination shall be
conclusive).

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

                                       64
<PAGE>

      (d)   In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of Capital Stock of the
Company or evidences of its indebtedness or assets, including securities (but
excluding any rights or warrants referred to in Section 10.04(b) and excluding
any dividend or distribution (x) paid exclusively in cash or (y) referred to in
Section 10.04(a)) (any of the foregoing hereinafter in this Section 10.04(d)
called the "DISTRIBUTED ASSETS"), then, in each such case, the Conversion Rate
shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the Record Date with respect to
such distribution by a fraction,

            (i)   the numerator of which shall be the Current Market Price per
      share of the Common Stock on such Record Date; and

            (ii)  the denominator of which shall be the Current Market Price per
      share of the Common Stock less the Fair Market Value (as determined by the
      Board of Directors, whose determination in good faith shall be conclusive,
      and described in a resolution of the Board of Directors) on the Record
      Date of the portion of the Distributed Assets so distributed applicable to
      one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided, however, that in the event the
then Fair Market Value (as so determined) of the portion of the Distributed
Assets so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Common Stock on such 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 the amount of Distributed
Assets such Holder would have received had such Holder converted each Security
on the Record Date for such distribution. In the event that such dividend or
distribution is not so paid or made, the Conversion Rate shall be adjusted to be
the Conversion Rate that 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, it
must in doing so consider the prices in such market over the same period used in
computing the Current Market Price of the Common Stock. Notwithstanding the
foregoing, if the Distributed Assets distributed by the Company to all holders
of its Common Stock consists of capital stock of, or similar equity interests
in, a Subsidiary or other business unit of the Company, the Conversion Rate
shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the Record Date with respect to
such distribution by a fraction:

            (i)   the numerator of which shall be the sum of (A) the average
      Closing Sale Price for the ten (10) consecutive Trading Day period
      commencing on and including the fifth Trading Day after the date on which
      "ex-dividend trading" commences on the Common Stock on the

                                       65
<PAGE>

      Nasdaq National Market or such other national or regional exchange or
      market on which the Common Stock is then listed or quoted (the "SPINOFF
      VALUATION PERIOD") and (B) the Fair Market Value over the Spinoff
      Valuation Period of the portion of the Distributed Assets so distributed
      applicable to one share of Common Stock; and

            (ii)  the denominator of which shall be the average Closing Sale
      Price over the Spinoff Valuation Period,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that the Company may in lieu of
the foregoing adjustment make adequate provision so that each Holder shall have
the right to receive upon conversion the amount of Distributed Assets such
Holder would have received had such Holder converted each Security on the Record
Date with respect to such distribution.

      Rights or warrants distributed by the Company to all holders of Common
Stock (including any Rights pursuant to the Rights Agreement) 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 (and no adjustment to the Conversion Rate under this Section 10.04 will be
required) until the occurrence of the earliest Trigger Event, whereupon such
rights and warrants shall be deemed to have been distributed and an appropriate
adjustment (if any is required) to the Conversion Rate shall be made under this
Section 10.04(d). If any such right or warrant, including any such existing
rights or warrants distributed prior to the date of this Indenture, are subject
to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the holders 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 was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 10.04 was made, (1) in the case of any such rights or warrants that
shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion Rate 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 or holders of Common Stock with respect to
such rights or warrants

                                       66
<PAGE>

(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 that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

      No adjustment of the Conversion Rate 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
Securities upon conversion by such holders of Securities to Common Stock.

      For purposes of this Section 10.04(d) and Sections 10.04(a) and (b), any
dividend or distribution to which this Section 10.04(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment 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 or such rights or
warrants (and any further Conversion Rate adjustment required by Sections
10.04(a) and (b) with respect to such dividend or distribution shall then be
made), except any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on such
Record Date" within the meaning of Section 10.04(a).

      (e)   In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary), then, in such case, the Conversion Rate shall
be increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on the
Record Date for such dividend or distribution by a fraction,

            (i)   the numerator of which shall be the Current Market Price of
      the Common Stock on such Record Date, and

            (ii)  the denominator of which shall be such Current Market Price of
      the Common Stock less the amount per share of such dividend or the amount
      of cash so distributed applicable to one share of Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following such Record Date; provided, however, that in the event the
portion of the cash so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price of the Common Stock on such

                                       67
<PAGE>

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 the
amount of cash such Holder would have received had such holder converted each
Security on such Record Date. In the event that such dividend or distribution is
not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.

      (f)   In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that as of the last time (the "EXPIRATION TIME") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Closing Sale Price of the Common Stock on the Trading Day next succeeding
the Expiration Time, the Conversion Rate shall be increased so that the same
shall equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the Expiration Time by a fraction,

            (i)   the numerator 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 or exchange offer) of all shares of Common Stock
      validly tendered or exchanged and not withdrawn as of the Expiration Time
      (the shares deemed so accepted up to any such maximum, being referred to
      as the "PURCHASED SHARES") and (y) the product of the number of shares of
      Common Stock outstanding (less any Purchased Shares) at the Expiration
      Time and the Closing Sale Price of the Common Stock on the Trading Day
      next succeeding the Expiration Time, and

            (ii)  the denominator of which shall be the number of shares of
      Common Stock outstanding (including any Purchased Shares) at the
      Expiration Time multiplied by Closing Sale Price of the Common Stock on
      the Trading Day next succeeding the Expiration Time,

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

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<PAGE>

      (g)   In case of a tender or exchange offer made by a Person other than
the Company or any Subsidiary for an amount that increases the offeror's
ownership of Common Stock to more than twenty-five percent (25%) of the Common
Stock outstanding and shall involve the payment by such Person of consideration
per share of Common Stock having a Fair Market Value (as determined by the Board
of Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) that as of the last time (the "OFFER
EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) exceeds the Current Market Price
per share of the Common Stock on the Trading Day next succeeding the Offer
Expiration Time, and in which, as of the Offer Expiration Time the Board of
Directors is not recommending rejection of the offer, the Conversion Rate shall
be increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Offer Expiration Time by a
fraction,

            (i)   the numerator 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 or exchange offer) of all shares validly tendered or
      exchanged and not withdrawn as of the Offer Expiration Time (the shares
      deemed so accepted, up to any such maximum, being referred to as the
      "ACCEPTED PURCHASED SHARES") and (y) the product of the number of shares
      of Common Stock outstanding (less any Accepted Purchased Shares) at the
      Offer Expiration Time and the Closing Sale Price of the Common Stock on
      the Trading Day next succeeding the Offer Expiration Time, and

            (ii)  the denominator of which shall be the number of shares of
      Common Stock outstanding (including any Accepted Purchased Shares) at the
      Offer Expiration Time multiplied by Closing Sale Price of the Common Stock
      on the Trading Day next succeeding the Offer Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. In the event that such Person is
obligated to purchase shares pursuant to any such tender or exchange offer, but
such Person is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made. Notwithstanding the foregoing, the
adjustment described in this Section 10.04(g) shall not be made if, as of the
Offer Expiration Time, the offering documents with respect to such offer
disclose a plan or intention to cause the Company to engage in any transaction
described in Section 10.05(ii) and 10.05(iii).

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<PAGE>

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

            (i)   "CURRENT MARKET PRICE" on any date, shall mean the average of
      the Closing Sale Prices per share of Common Stock for each of the ten
      consecutive Trading Days ending on the earlier of such date of
      determination and the day before the ex-dividend date with respect to the
      issuance or distribution requiring such computation immediately prior to
      the date in question. For purpose of this paragraph, the term "ex-dividend
      date", (1) when used 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 Sale
      Price was obtained without the right to receive such issuance or
      distribution, and (2) when used 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.

      In the event that another issuance, distribution, subdivision, combination
or tender or exchange offer to which Section 10.04 applies occurs during the
period applicable for calculating "Current Market Price" pursuant to the
definition in the preceding paragraph, "Current Market Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such issuance, distribution, subdivision, combination or
tender or exchange offer on the Closing Sale Price of the Common Stock during
such period.

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

            (iii) "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).

      (i)   The Company may make such increases in the Conversion Rate, in
addition to those required by Sections 10.04(a), (b), (c), (d), (e), (f) or (g)
as the Board of Directors considers to be advisable to avoid or diminish any
income tax to holders of Common Stock resulting from any dividend or stock
distribution (or rights to acquire stock); provided, however, that such increase
in the Conversion Rate shall not adversely affect the interests of the Holders
of Securities (after taking into account tax and other consequences of such
increase).

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<PAGE>

      To the extent permitted by applicable law, the Company from time to time
may increase the Conversion Rate by any amount for any period of time if the
period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to holders of record of the
Securities a notice of the increase at least fifteen (15) days prior to the date
the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

      (j)   All calculations under this Article 10 shall be made by the Company
and shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be, with one half-cent and 0.005 of a share,
respectively, being rounded upward. No adjustment need be made for: (i) the
issuance of any shares of Common Stock pursuant to any present or future plan
providing for the reinvestment of dividends or interest payable on securities of
the Company and the investment of additional optional amounts in shares of
Common Stock under any plan, (ii) the issuance of any shares of Common Stock or
options or rights to purchase those shares pursuant to any present or future
employee, director or consultant benefit plan or program of or assumed by the
Company or any of its Subsidiaries, (iii) the issuance of any shares of Common
Stock pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date the Securities were first
issued, (iv) a change in the par value of the Common Stock, or (v) accrued and
unpaid Interest or Liquidated Damages, if any. To the extent the Securities
become convertible into cash, assets, property or securities (other than capital
stock of the Company), no adjustment need be made thereafter as to the cash,
assets, property or such securities.

      (k)   Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Security at his
last address appearing on the Security register provided for in Section 2.03 of
this Indenture, within twenty (20) days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

                                       71
<PAGE>

      (l)   In any case in which this Section 10.04 provides that an adjustment
shall become effective immediately after (1) a Record Date for an event, (2) the
Record Date fixed for the determination of stockholders entitled to receive a
dividend or distribution pursuant to Section 10.04(a), (3) a Record Date fixed
for the determination of stockholders entitled to receive rights or warrants
pursuant to Section 10.04(b), (4) the Expiration Time for any tender or exchange
offer pursuant to Section 10.04(f), or (5) the Offer Expiration Time for a
tender offer or exchange offer pursuant to Section 10.04(g) (each a
"DETERMINATION DATE"), the Company may elect to defer until the occurrence of
the relevant Adjustment Event (as hereinafter defined) (x) issuing to the holder
of any Security converted after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
holder any amount in cash in lieu of any fraction pursuant to Section 10.04(a).
For purposes of this Section 10.04(l), the term "ADJUSTMENT EVENT" shall mean:

            (i)   in any case referred to in clause (1) hereof, the occurrence
      of such event,

            (ii)  in any case referred to in clause (2) hereof, the date any
      such dividend or distribution is paid or made,

            (iii) in any case referred to in clause (3) hereof, the date of
      expiration of such rights or warrants, and

            (iv)  in any case referred to in clause (4) or clause (5) hereof,
      the date a sale or exchange of Common Stock pursuant to such tender or
      exchange offer is consummated and becomes irrevocable.

      (m)   For purposes of this Section 10.04, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

      Section 10.05. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 10.04(c) applies), (ii) any consolidation, merger,
binding share exchange or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all the properties and assets of the Company to any other Person
as a result of which

                                       72
<PAGE>

holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Security shall be
convertible, subject to the provisions of Section 10.03, into the kind and
amount of shares of stock, other securities, other property, assets or cash
receivable upon such reclassification, change, consolidation, merger, binding
share exchange, combination, sale or conveyance by a holder of a number of
shares of Common Stock issuable upon conversion of such Securities (assuming,
for such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, statutory share exchange,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, statutory share exchange,
combination, sale or conveyance (provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, 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
("NONELECTING SHARE"), then for the purposes of this Section 10.05 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger, statutory
share exchange, combination, sale or conveyance for each nonelecting share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the nonelecting 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.

      The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Securities, at its address appearing on
the Security register provided for in Section 2.03 of this Indenture, 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 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, statutory share exchanges,
combinations, sales and conveyances.

      If this Section 10.05 applies to any event or occurrence, Section 10.04
shall not apply.

      Section 10.06. Taxes on Shares Issued. The issue of stock certificates on
conversions of Securities shall be made without charge to the converting Holder

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<PAGE>

for any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax or duty which may be payable in respect of any transfer
involved in the issue and delivery of stock in any name other than that of the
Holder of any Securities converted, and the Company shall not be required to
issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or duty or shall have established to the satisfaction of the Company
that such tax or duty has been paid.

      Section 10.07. Reservation of Shares, Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Securities from time to time as such Securities are presented
for conversion.

      (a)   Before taking any action which would cause an adjustment increasing
the Conversion Rate to an amount that would cause the Conversion Price to be
reduced below the then par value, if any, of the shares of Common Stock issuable
upon conversion of the Securities, the Company will take all corporate action
which may, in the opinion of its counsel, be necessary in order that the Company
may validly and legally issue shares of such Common Stock at such adjusted
Conversion Rate.

      (b)   The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

      (c)   The Company covenants that, if any shares of Common Stock to be
provided for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any federal or
state law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as reasonably possible, to the extent
then permitted by the rules and interpretations of the Securities and Exchange
Commission (or any successor thereto), endeavor to secure such registration or
approval, as the case may be.

      Section 10.08. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any holder of Securities to determine the Conversion Rate or whether any facts
exist which may require any adjustment of the Conversion Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or

                                       74
<PAGE>

amount) of any shares of Common Stock, or of any securities or property, which
may at any time be issued or delivered upon the conversion of any Security; and
the Trustee and any other Conversion Agent make no representations with respect
thereto. Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Company to issue, transfer or deliver any shares of Common
Stock or stock certificates or other securities or property or cash upon the
surrender of any Security for the purpose of conversion or to comply with any of
the duties, responsibilities or covenants of the Company contained in this
Article 10. Without limiting the generality of the foregoing, neither the
Trustee nor any Conversion Agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 10.05 relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by Holders
upon the conversion of their Securities after any event referred to in such
Section 10.05 or to any adjustment to be made with respect thereto, but, subject
to the provisions of Section 7.01, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

      Section 10.09. Notice to Holders Prior to Certain Actions. In case:

      (a)   the Company shall declare a dividend (or any other distribution) on
its Common Stock that would require an adjustment in the Conversion Rate
pursuant to Section 10.04; or

      (b)   the Company shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants; or

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

      (d)   of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Securities at his address appearing on the register provided for in
Section 2.03 of this Indenture, as promptly as possible but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution of rights or warrants, or, if a record is not to be
taken, the date as of which the

                                       75
<PAGE>

holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, or statutory share exchange, sale, transfer, dissolution,
liquidation or winding up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, or statutory
share exchange, sale, transfer, dissolution, liquidation or winding up. Failure
to give such notice, or any defect therein, shall not affect the legality or
validity of such dividend, distribution, reclassification, consolidation,
merger, or statutory share exchange, sale, transfer, dissolution, liquidation or
winding up.

      Section 10.10. Rights Issued in Respect of Common Stock Issued upon
Conversion. The Company has entered into a Rights Agreement dated as of February
11, 1999 between the Company and American Stock Transfer & Trust Company, (as
amended from time to time, the "RIGHTS AGREEMENT"). Under the Rights Agreement,
preference share purchase rights (the "RIGHTS") have been, and may in the future
be, issued in respect of shares of Common Stock. Each share of Common Stock
issued upon conversion of Securities pursuant to this Article 10 shall be
entitled to receive the appropriate number of Rights, if any, and the
certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as provided by and subject to the terms
of the Rights Agreement as in effect at the time of such conversion. If
hereafter the Rights separate from the Common Stock in accordance with the
provisions of the Rights Agreement so that a Securityholder would thereafter not
be entitled to receive any Rights in respect of the Common Stock issuable upon
conversion of such Security, the Conversion Rate will be adjusted as provided in
Section 10.04(d) on the separation date. In lieu of any such adjustment, the
Company may amend the Rights Agreement to provide that upon conversion
Securityholders will receive, in addition to the Common Stock issuable upon such
conversion, the Rights which would have attached to such shares of Common Stock
if the Rights had not become separated from the Common Stock pursuant to the
provisions of the Rights Agreement.

      If the Company hereafter adopts any stockholder rights plan similar to the
Rights Agreement, a Securityholder shall be entitled to receive upon conversion
of its Securities in addition to the shares of Common Stock issuable upon
conversion the related rights for the Common Stock, whether or not the rights
under the future stockholder rights plan have separated from the Common Stock at
the time of conversion, but otherwise subject to the generally applicable terms
of such plan and no additional adjustment to the Conversion Rate shall be made
for the future stockholder rights plan under Section 10.04(d).

      Section 10.11. Unconditional Right of Holders to Convert. Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to convert its Security in

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<PAGE>

accordance with this Article 10 and to bring an action for the enforcement of
any such right to convert, and such rights shall not be impaired or affected
without the consent of such Holder.

                                   ARTICLE 11
                                  SUBORDINATION

      Section 11.01. Agreement Of Subordination. The Company covenants and
agrees, and each Holder of Securities issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article 11; and each Person holding any Security, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees to be bound by such provisions.

      The payment of the principal of, Interest, Liquidated Damages, if any, and
Make-Whole Premium, if any, on all Securities (including, but not limited to,
the Redemption Price, Repurchase Price and the Fundamental Change Repurchase
Price with respect to the Securities subject to redemption or repurchase in
accordance with Article 3 as provided in this Indenture) or any other Obligation
issued or payable hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full in cash or other payment satisfactory to the holders of Senior Debt of
all Obligations in respect of Senior Debt, whether outstanding at the date of
this Indenture or thereafter incurred.

      No provision of this Article 11 shall prevent the occurrence of any
default or Event of Default hereunder.

      Section 11.02. Payments To Holders. No payment shall be made with respect
to the principal of, or Interest, or Liquidated Damages, if any, or Make-Whole
Premium, if any, on the Securities (including, but not limited to, the
Redemption Price, Repurchase Price and the Fundamental Change Repurchase Price
with respect to the Securities subject to redemption or repurchase in accordance
with Article 3 as provided in this Indenture) or other Obligations with respect
to the Securities, except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 11.05, if:

            (i)   a default in the payment of principal, premium, interest, rent
      or other Obligations due on any Designated Senior Debt occurs (called a
      "PAYMENT DEFAULT"); or

            (ii)  a default, other than a Payment Default, on any Designated
      Senior Debt occurs and is continuing that permits holders of such
      Designated Senior Debt to accelerate its maturity and the Trustee receives
      a notice of such default (a "PAYMENT BLOCKAGE NOTICE") from the

                                       77
<PAGE>

      Company or any other Person permitted to give such notice under the Credit
      Agreement so long as it remains in effect, and thereafter any other Person
      permitted to give such notice under this Indenture (called a "NON-PAYMENT
      DEFAULT").

      Notwithstanding the provisions of Section 11.05, not more than one Payment
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to Designated Senior Debt during such
period. No Non-Payment Default that existed or was continuing on the date of the
commencement of any Payment Blockage Notice is received by the Trustee with
respect to the Designated Senior Debt whose holder(s) or Representative
delivered (or caused the Company to deliver) such Payment Blockage Notice
(unless such default was waived or cured for a period of not less than 90
consecutive days and thereafter subsequently reoccurred) shall be, or be made,
the basis for a subsequent Payment Blockage Notice by the holders of such Senior
Debt.

      The Company may resume payments and distributions in respect on the
Securities:

      (a)   in the case of a Payment Default, upon the date on which the Payment
Default ceases to exist or is cured or waived in writing by the Representative
so long as the Credit Agreement remains in effect, and thereafter in accordance
with the terms of the applicable Senior Debt, and

      (b)   in the case of a Non-Payment Default, upon the earliest of the date
on which such Non-Payment Default ceases to exist or is cured or waived in
writing by the Representative so long as the Credit Agreement remains in effect,
and thereafter in accordance with the terms of the applicable Senior Debt or 179
days pass after the date on which the applicable Payment Blockage Notice is
received.

      Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution, winding-up, liquidation, reorganization of the Company
(whether voluntary or involuntary), bankruptcy, insolvency, receivership or
similar proceedings, all Obligations due or to become due in respect of Senior
Debt shall first be paid in full in cash, or other payments satisfactory to the
holders of Senior Debt, before any payment is made on account of the principal
of, Interest, Liquidated Damages, if any, or Make-Whole Premium, if any,
(including but not limited to, the Redemption Price, the Repurchase Price or the
Fundamental Repurchase Price) or other Obligations with respect to the
Securities (except payments made pursuant to Article 8 from monies deposited
with the Trustee pursuant thereto prior to commencement of proceedings for such
dissolution, winding-up, liquidation or reorganization); and upon any such
dissolution, winding-up, liquidation, reorganization of the

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<PAGE>

Company, bankruptcy, insolvency, receivership or other proceeding, any payment
by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Securities or the Trustee would be entitled, except for the provision of this
Article 11, shall (except as aforesaid) be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Securities or by
the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amounts of Senior Debt held by such holders, or as otherwise required by law or
a court order) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Debt may have been issued, as their respective interests may appear, to
the extent necessary to pay all Obligations in respect of Senior Debt in full in
cash, or other payment satisfactory to the holders of Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt, before any payment or distribution is made to the Holders of the
Securities or to the Trustee.

      In the event of the acceleration of the Securities because of an Event of
Default, the Company shall promptly notify holders of Senior Debt or a
Representative for the Senior Debt of such acceleration. Except payments and
distributions made by the Trustee as permitted by Section 11.05, no payment or
distribution shall be made to the Trustee or any Holder of Securities in respect
of the principal of, Make-Whole Premium, if any, Interest or Liquidated Damages,
if any, or other Obligations the Securities by the Company (including, but not
limited to, the Redemption Price, the Repurchase Price or Fundamental Change
Repurchase Price with respect to the Securities subject to redemption or
purchase in accordance with Article 3 as provided in this Indenture), until five
days after the holders or trustees of Senior Debt receive notice of the
acceleration and, after which, until all Obligations in respect of Senior Debt
have been paid in full in cash or other payment satisfactory to the holders of
Senior Debt or such acceleration is rescinded in accordance with the terms of
this Indenture.

      In the event that, notwithstanding the foregoing provisions, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Obligations in respect of Senior Debt have
been paid in full, in cash or other payment or provision therefor satisfactory
to the holders of Senior Debt, such payment or distribution shall be held by the
recipient in trust for the benefit of and shall be immediately paid over or
delivered to the holders of Senior Debt or their Representative or
Representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Debt may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Obligations in respect of Senior Debt remaining unpaid to
the extent necessary to pay all

                                       79
<PAGE>

Obligations in respect of Senior Debt in full, in cash or other payment
satisfactory to the holders of Senior Debt, after giving effect to any
concurrent payment or distribution, or provision therefor, to or for the holders
of such Senior Debt.

      Nothing in this Section 11.02 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07. This Section 11.02 shall be
subject to the further provisions of Section 11.05.

      Section 11.03. Subrogation Of Securities. Subject to the prior payment in
full, in cash or other payment satisfactory to the holders of Senior Debt, of
all Obligations in respect of Senior Debt, the rights of the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Debt pursuant to the provisions of this
Article 11 (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to other indebtedness of the
Company to substantially the same extent as the Securities are subordinated and
is entitled to like rights of subrogation) to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Debt until the principal, Make-Whole
Premium, if any, Interest and Liquidated Damages, if any, on the Securities
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article 11, and no payment over
pursuant to the provisions of this Article 11, to or for the benefit of the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Debt; and no payments or distributions of cash, property
or securities to or for the benefit of the Holders of the Securities pursuant to
the subrogation provisions of this Article 11, which would otherwise have been
paid to the holders of Senior Debt shall be deemed to be a payment by the
Company to or for the account of the Securities. It is understood that the
provisions of this Article 11 are and are intended solely for the purposes of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of the Senior Debt, on the other hand.

      Nothing contained in this Article 11 or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Debt, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, Make-Whole Premium, if
any, Interest and Liquidated Damages, if any, on the Securities as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of the Senior Debt, nor shall
anything herein or therein prevent the Trustee or the Holder of any Security
from exercising all

                                       80
<PAGE>

remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 11 of the holders
of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

      Section 11.04. Authorization To Effect Subordination. Each Holder of a
Security by the Holder's acceptance thereof authorizes and directs the Trustee
on the Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 11 and appoints the
Trustee to act as the Holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in Section 11.03 hereof at least 30
days before the expiration of the time to file such claim, the holders of any
Senior Debt or their representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Securities.

      Section 11.05. Notice To Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any Paying Agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any Paying
Agent in respect of the Securities pursuant to the provisions of this Article
11. Notwithstanding the provisions of this Article 11 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article 11, unless and until a Trust Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a Holder or Holders of
Senior Debt or from any trustee thereof; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.01, shall be
entitled in all respects to assume that no such facts exist; provided that if on
a date not less than one Business Day prior to the date upon which by the terms
hereof any such monies may become payable for any purpose (including, but not
limited to, the payment of the principal of, or premium, if any, Interest, or
Liquidated Damages, if any, on any Security) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
11.05, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date. Notwithstanding anything in this Article 11 to the contrary, nothing shall
prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Article 8, and any such payment shall not be subject to the
provisions of Article 11.

      The Trustee, subject to the provisions of Section 7.01, shall be entitled
to rely on the delivery to it of a written notice by a Representative or a
Person

                                       81
<PAGE>

representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a Representative or
a holder of Senior Debt or a trustee on behalf of any such holder or holders. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 11, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Obligations in respect of Senior
Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article 11, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

      Section 11.06. Trustee's Relation To Senior Debt. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article 11 in respect of any Senior Debt at any time held by it in its separate
capacity and not as Trustee, to the same extent as any other holder of Senior
Debt, and nothing in Section 7.11 or elsewhere in this Indenture shall deprive
the Trustee of any of its rights as such holder.

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and, subject to the provisions of
Section 7.01, the Trustee shall not be liable to any holder of Senior Debt if,
pursuant to this Article 11, it shall pay over or deliver to Holders of
Securities, the Company or any other person money or assets to which any holder
of Senior Debt would otherwise be entitled, provided the Trustee has duty toward
holders of Senior Debt pursuant to Section 11.02.

      Section 11.07. No Impairment Of Subordination. No right of any present or
future holder of any Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

      Section 11.08. Certain Conversions Not Deemed Payment. For the purposes of
this Article 11 only, the issuance and delivery of junior securities upon
conversion of Securities in accordance with Article 10 shall not be deemed to
constitute a payment or distribution with respect to the principal of, or
Interest, or Liquidated Damages, if any, or Make-Whole Premium, if any, on the

                                       82
<PAGE>

Securities. For the purposes of this Section 11.08, the term "JUNIOR SECURITIES"
means (a) shares of any Capital Stock of any class of the Company that have no
rights to payment greater than the Securities, or (b) securities of the Company
which are subordinated in right of payment to all Senior Debt which may be
outstanding at the time of issuance or delivery of such securities to the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article. Nothing contained in this Article 11 or elsewhere in
this Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Debt and the Holders, the
right, which is absolute and unconditional, of the Holder of any Security to
convert such Security in accordance with Article 10.

      Section 11.09. Article Applicable To Paying Agents. If at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
11.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

      Section 11.10. Senior Debt Entitled To Rely. The holders of Senior Debt
(including, without limitation, Designated Senior Debt) shall have the right to
rely upon this Article 11, and no amendment or modification of the provisions
contained herein shall diminish the rights of such holders unless such holders
shall have agreed in writing thereto.

                                   ARTICLE 12
                               MAKE-WHOLE PREMIUM

      Section 12.01. Make-Whole Premium.

      (a)   If a transaction described in clause (ii) of the definition of
Change of Control set forth in Section 3.08(a) occurs prior to June 30, 2009 and
such transaction constitutes a Fundamental Change, the Company will pay the
Make-Whole Premium to Holders of Securities who convert their Securities
pursuant to Section 10.01(b)(2) or Holders who elect to require the Company to
repurchase their Securities upon such Fundamental Change pursuant to Section
3.08.

      (b)   The Company will pay the Make-Whole Premium in the consideration
into which the Common Stock was converted, exchanged or acquired in the
transaction constituting the Fundamental Change (except that the Company will
pay cash in lieu of fractional interests in any security or other property
delivered in connection with such transaction). If holders of the

                                       83
<PAGE>

Common Stock receive or have the right to receive more than one form of
consideration in connection with such transaction, then for purposes of the
foregoing, the forms of consideration in which the Make-Whole Premium will be
paid will be in proportion to the relative values, determined as described in
the next paragraph, of the different forms of consideration paid to holders of
Common Stock in connection with such Fundamental Change.

      The value of such consideration to be delivered in respect of the
Make-Whole Premium will be calculated as follows:

            (i)   securities that are traded on a United States national
      securities exchange or approved for quotation on the Nasdaq National
      Market or any similar system of automated dissemination of quotations of
      securities prices will be valued based on 98% of the average closing price
      or last sale price, as applicable, on the ten trading days for such
      securities on the applicable exchange or quotation system prior to but
      excluding the Fundamental Change Repurchase Date;

            (ii)  other securities, assets or property (other than cash) will be
      valued based on 98% of the average of the fair market value of such
      securities, assets or property (other than cash) as determined by two
      independent nationally-recognized banks selected by the Trustee; and

            (iii) 100% of any cash.

      (c)   The Company shall pay the Make-Whole Premium to the Holder who
tendered Securities for conversion or repurchase (i) with respect to any
Securities tendered for repurchase pursuant to Section 3.08, on the Fundamental
Change Repurchase Date or (ii) with respect to Securities converted, on the
later of (A) the Fundamental Change Repurchase Date or (B) the Conversion
Settlement Date for such converted Securities.

      (d)   The Make-Whole Premium will be determined as follows:

            (i)   "EFFECTIVE DATE" means the date that the Fundamental Change
      becomes effective.

            (ii)  "STOCK PRICE" means the price paid per share of Common Stock
      in the Fundamental Change, determined as follows:

                  (A)   If holders of the Common Stock receive only cash in the
            Fundamental Change, the Stock Price shall be the cash amount paid
            per share of Common Stock; or

                  (B)   Otherwise, the Stock Price shall be the average of the
            Closing Sale Price of the Common Stock on the 10 Trading Days up to
            but not including the Effective Date.

                                       84
<PAGE>

            (iii) "MAKE-WHOLE PERCENTAGE" means the percentage set forth in the
      table below for the Stock Price and the Effective Date:

                                   STOCK PRICE

<TABLE>
<CAPTION>
EFFECTIVE
  DATE      $12.57   $13.89    $15.21   $16.53    $17.85   $20.00    $25.00    $30.00    $35.00    $40.00    $45.00    $50.00
<S>         <C>      <C>       <C>      <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>
6/24/2004    0.00     5.32     10.51    16.41     22.14    20.14     16.50     13.97     12.07     10.56      9.64      8.64
6/30/2005    0.00     3.73      8.60    14.36     19.67    17.76     13.99     11.46      9.68      8.34      7.54      6.72
6/30/2006    0.00     2.54      6.93    12.55     18.10    15.50     11.50      8.99      7.36      6.21      5.58      4.96
6/30/2007    0.00     1.42      5.93    10.35     15.80    12.57      8.31      5.94      4.55      3.71      3.37      2.97
6/30/2008    0.00     0.00      3.62     6.69     11.89     7.75      3.63      1.91      1.22      0.98      0.91      0.82
6/30/2009    0.00     0.00      0.00     0.00      0.00     0.00      0.00      0.00      0.00      0.00      0.00      0.00
</TABLE>

      If the applicable Stock Price is between two Stock Price amounts on the
table above or the Effective Date is between two dates on the table above, the
Make-Whole Percentage will be determined by straight-line interpolation between
the amounts set forth for the higher and lower Stock Prices and the two
Effective Dates, as applicable, based on a 365-day year.

            (iv)  "MAKE-WHOLE PREMIUM" means the amount per $1,000 principal
      amount of Securities equal to:

                  (A)   If the Effective Date is on or after June 30, 2009, $0;

                  (B)   If the Stock Price is less than $12.57 (subject to
            adjustment pursuant to Section 12.02) (the "STOCK PRICE FLOOR"), $0;

                  (C)   If the Stock Price is greater than $50.00 (subject to
            adjustment pursuant to Section 12.02) (the "STOCK PRICE CAP"), $0;
            or

                  (D)   Otherwise, the dollar amount equal to the Make-Whole
            Percentage multiplied by $1,000.

      Section 12.02. Adjustments Relating To The Make-whole Premium. Whenever
the Conversion Rate shall be adjusted from time to time by the Company pursuant
to Section 10.04, the Stock Price Floor, the Stock Price Cap and each of the
Stock Prices set forth in the table in Section 12.01(d)(iii) shall be adjusted
by multiplying each such amount by a fraction, the numerator of which is the
Conversion Rate in effect immediately prior to such adjustment and the
denominator of which is the Conversion Rate as so adjusted.

      Section 12.03. Calculation Of The Make-whole Premium.

                                       85
<PAGE>

      (a)   Promptly following the Effective Date, the Company shall calculate
the Stock Price and the Make-Whole Percentage and the Make-Whole Premium with
respect to such Stock Price based on the applicable Effective Date. No less than
five Business Days following the Effective Date, the Company shall notify the
Trustee of the results of such calculations and notify the Holders of the Stock
Price, the Make-Whole Premium per $1,000 principal amount of Securities and the
type of consideration in which the Make-Whole Premium will be paid.

      (b)   The Company shall also make the calculations required by Section
12.01(b). Upon the opening of business on the Fundamental Change Repurchase
Date, the Company shall notify the Trustee and the Holders of the amount of each
type of consideration in which the Make-Whole Premium will be paid.

      (c)   The Company shall issue a press release containing the information
described in Section 12.01(a) and (b) and publish such information on its
website.

                                   ARTICLE 13
                                  MISCELLANEOUS

      Section 13.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

      Section 13.02. Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

      if to the Company:
      Per-Se Technologies, Inc.
      2840 Mt. Wilkinson Parkway
      Atlanta, Georgia 30339
      Attn: General Counsel
      Tel: (770) 444-5300
      Facsimile No.: (770) 444-4502

      if to the Trustee:
      U.S. Bank National Association
      Corporate Trust Services
      225 Asylum Street, 23rd Floor
      Hartford, Connecticut 06103
      Attn: Michael M. Hopkins
      Tel: (860) 241-6820
      Fax: (860) 241-6897

                                       86
<PAGE>

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

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

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

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

      Section 13.03. Communication By Holders With Other Holder. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c).

      Section 13.04. 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:

            (i)   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

            (ii)  if requested by the Trustee, an Opinion of Counsel stating
      that, in the opinion of such counsel, all such conditions precedent have
      been complied with.

      Section 13.05. 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:

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

            (ii)  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;

                                       87
<PAGE>

            (iii) 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

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

      Section 13.06. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

      Section 13.07. Rules By Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or at meeting of
Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

      Section 13.08. Legal Holidays. A "LEGAL HOLIDAY" is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no interest shall accrue with respect to such payment
for the intervening period.

      Section 13.09. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      Section 13.10. 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 Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

      Section 13.11. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

      Section 13.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

                                       88
<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.

                                      PER-SE TECHNOLOGIES, INC.

                                      By:  /s/ CHRIS E. PERKINS
                                          -------------------------------------
                                           Name:  Chris E. Perkins
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

                                      U.S. BANK NATIONAL ASSOCIATION,
                                         As Trustee

                                      By:  /s/ MICHAEL M. HOPKINS
                                          -------------------------------------
                                           Name:  Michael M. Hopkins
                                           Title: Vice President

                                       89
<PAGE>

                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

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

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY 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.

      THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

  (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
      144A UNDER THE SECURITIES ACT OF 1933;

  (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE "RESALE RESTRICTION
      TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
      DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
      COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
      SECURITY), RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR
      THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO
      PER-SE TECHNOLOGIES, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A

                                       A-1
<PAGE>

      QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
      SECURITIES ACT OF 1933, (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, INCLUDING RULE
      144 UNDER THE SECURITIES ACT OF 1933 (IF AVAILABLE), OR (D) PURSUANT TO A
      REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
      SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF
      SUCH TRANSFER; AND

  (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
      HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO RULE 144 OR
      CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                                      A-2
<PAGE>

                            PER-SE TECHNOLOGIES, INC.

               3.25% Convertible Subordinated Debentures Due 2024

CUSIP: 713569AA9
ISSUE DATE: June 30, 2004                   Principal Amount: $125,000,000
No.

      PER-SE TECHNOLOGIES, INC., a Delaware corporation, promises to pay to Cede
& Co., or registered assigns, the principal amount of One Hundred Twenty-Five
Million Dollars ($125,000,000), on June 30, 2024.

      Interest Rate: 3.25% per year.

      Interest Payment Dates: June 30 and December 30 of each year, commencing
December 30, 2004.

      Interest Record Dates: June 15 and December 15 of each year.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse side of this Security, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                                      A-3
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: June 30, 2004                             PER-SE TECHNOLOGIES, INC.

                                                 By:____________________________
                                                    Name:
                                                    Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By: __________________________________
    Authorized Signatory

Dated: June 30, 2004

                                      A-4
<PAGE>

                      [FORM OF REVERSE OF GLOBAL SECURITY]

               3.25% Convertible Subordinated Debentures Due 2024

      This Security is one of a duly authorized issue of 3.25% Convertible
Debentures Due 2024 (the "SECURITIES") of Per-Se Technologies, Inc., a Delaware
corporation (including any successor corporation under the Indenture hereinafter
referred to, the "COMPANY"), issued under an Indenture, dated as of June , 2004
(the "INDENTURE"), between the Company and U.S. Bank National Association, as
trustee (the "TRUSTEE"). The terms of the Security include those stated in the
Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended ("TIA"), and those set forth in this Security. This
Security is subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this
Security and the terms of the Indenture, the terms of the Indenture shall
control. Capitalized terms used but not defined herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.    INTEREST.

      The Securities shall bear interest on the principal amount thereof at a
rate of 3.25% per year. The Company shall also pay Liquidated Damages as set
forth in the Registration Rights Agreement.

      Interest will be payable semi-annually in arrears on each Interest Payment
Date to Holders at the close of business on the preceding Interest Record Date.
Interest will be computed on the basis of a 360-day year comprised of twelve 30
day months.

2.    METHOD OF PAYMENT.

      Except as provided below, the Company shall pay Interest on (i) Global
Securities, to DTC in immediately available funds, (ii) any Certificated
Security having an aggregate principal amount of $5,000,000 or less, by check
mailed to the Holder of such Security and (iii) any Certificated Security having
an aggregate principal amount of more than $5,000,000, by wire transfer in
immediately available funds at the election of the Holder of any such Security.

      At Stated Maturity, the Company will pay Interest on Certificated
Securities at the Company's office or agency in New York City.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in cash, in respect of Redemption Prices, Repurchase Prices,
Fundamental Change Repurchase Prices and at Stated Maturity to Holders who
surrender Securities to a Paying Agent to collect such payments in respect of
the

                                      A-5
<PAGE>

Securities. 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.

3.    INDENTURE.

      The Securities are general unsecured obligations of the Company limited to
$100,000,000 aggregate principal amount (up to $125,000,000 aggregate principal
amount if the initial purchasers' option set forth in the Purchase Agreement is
exercised in full). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

4.    REDEMPTION AT THE OPTION OF THE COMPANY.

      No sinking fund is provided for the Securities. The Securities are
redeemable for cash at the option of the Company, at any time as a whole or from
time to time in part on, or after July 6, 2009 upon not less than 30 nor more
than 60 days' notice by mail for a redemption price (the "REDEMPTION PRICE")
equal to 100% of the principal amount of those Securities plus accrued and
unpaid Interest and Liquidated Damages, if any, on those Securities redeemed up
to (but excluding) the Redemption Date.

      In no event will any Security be redeemable before July 6, 2009.

5.    REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER.

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the Holder, all or any portion
of the Securities held by such Holder on June 30, 2009, June 30, 2014 and June
30, 2019 in integral multiples of $1,000 at a Repurchase Price equal to 100% of
the principal amount of those Securities plus accrued and unpaid Interest and
Liquidated Damages, if any, on those Securities up to (but excluding) the
Repurchase Date. To exercise such right, a Holder shall deliver to the Paying
Agent a Repurchase Notice containing the information set forth in the Indenture,
at any time from the opening of business on the date that is 20 Business Days
prior to such Repurchase Date until the close of business on the Repurchase
Date, and shall deliver the Securities to the Paying Agent as set forth in the
Indenture.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to offer to repurchase for cash
the Securities held by such Holder after the occurrence of a Fundamental Change
of the Company for a Fundamental Change Repurchase Price equal to 100% of the
principal amount of those Securities plus accrued and unpaid Interest and
Liquidated Damages, if any, and Make-Whole Premium, if any, on those Securities
up to (but excluding) the Fundamental Change Repurchase Date.

                                      A-6
<PAGE>

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

      If cash sufficient to pay the Repurchase Price or Fundamental Change
Repurchase Price (including any Make-Whole Premium), as the case may be, of all
Securities or portions thereof to be purchased as of the Repurchase Date or the
Fundamental Change Repurchase Date, as the case may be, is deposited with the
Paying Agent, on the Business Day immediately following the Repurchase Date or
the Fundamental Change Repurchase Date, Interest and Liquidated Damages, if any,
will cease to accrue on such Securities (or portions thereof) immediately on the
Repurchase Date or Fundamental Change Repurchase Date, and the Holder thereof
shall have no other rights as such other than the right to receive the
Repurchase Price or Fundamental Change Repurchase Price upon surrender of such
Security.

6.    MAKE-WHOLE PREMIUM.

      Subject to and in compliance with the provisions of the Indenture, if
certain Fundamental Changes occur prior to June 30, 2009, in certain
circumstances the Company will pay a Make-Whole Premium on the Securities
converted or tendered for repurchase upon a Fundamental Change. The Make-Whole
Premium, if any, will be payable in the consideration into which the Common
Stock was converted, exchanged or acquired in such Fundamental Change.

      The Make-Whole Premium, if any, will be calculated and paid as described
in Section 12.01 of the Indenture.

7.    NOTICE OF REDEMPTION.

      Notice of redemption pursuant to Section 4 of this Security will be mailed
at least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at the Holder's registered address. If money
sufficient to pay the Redemption Price of all Securities to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, immediately on and after such Redemption Date Interest and Liquidated
Damages, if any, will cease to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 principal amount may be redeemed
in part but only in integral multiples of $1,000 of principal amount.

8.    CONVERSION.

      Subject to and in compliance with the provisions of the Indenture
(including, without limitation, the conditions to conversion of this Security
set forth in Section 10.01 thereof), a Holder is entitled, at such Holder's
option, to

                                      A-7
<PAGE>

convert the Holder's Security (or any portion of the principal amount thereof
that is $1,000 or an integral multiple $1,000), into fully paid and
nonassessable shares of Common Stock at the Conversion Rate in effect at the
time of conversion; provided, however, the Company may satisfy its obligation
with respect to any demand for conversion by delivering Common Stock, cash or a
combination of cash and Common Stock.

      The Company will notify Holders of any event triggering the right to
convert the Securities as specified in the Indenture.

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

      The initial Conversion Rate is 56.0243 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the
Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid
Interest or Liquidated Damages. Upon conversion, no payment shall be made by the
Company with respect to accrued and unpaid Interest, if any. Instead, such
amount shall be deemed paid by the shares of Common Stock delivered upon
conversion of any Security. In addition, no payment or adjustment shall be made
in respect of dividends on the Common Stock, except as set forth in the
Indenture.

      To surrender a Security for conversion, a Holder must (1) complete and
manually sign the Conversion Notice attached hereto (or complete and manually
sign a facsimile of such notice) and deliver such notice to the Conversion
Agent, (2) surrender the Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents and (4) pay any transfer or
similar tax, if required.

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

      If the Company (i) is a party to a consolidation, merger, binding share
exchange or combination, (ii) reclassifies the Common Stock, or (iii) conveys or
sells all or substantially all of its properties and assets to any Person, the
right to convert a Security into shares of Common Stock may be changed into a
right to convert it into securities, cash or other assets of the Company or such
other Person, in each case in accordance with the Indenture.

9.    PAYING AGENT, CONVERSION AGENT AND REGISTRAR.

                                      A-8
<PAGE>

      Initially, the Trustee will act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion Agent
or Registrar without notice, other than notice to the Trustee; provided 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 or Registrar.

10.   DENOMINATIONS; TRANSFER; EXCHANGE.

      The Securities are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Certificated Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Certificated Securities in respect of which a Repurchase Notice or
Fundamental Change Repurchase Notice has been given and not withdrawn (except,
in the case of a Security to be purchased in part, the portion of the Security
not to be purchased) or any Certificated Securities for a period of 15 days
before the mailing of a notice of redemption of Securities to be redeemed.

11.   PERSONS DEEMED OWNERS.

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

12.   UNCLAIMED MONEY OR SECURITIES.

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

13.   AMENDMENT; WAIVER.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Securities and (ii) certain Events of Defaults may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the
outstanding Securities.

                                      A-9
<PAGE>

14.   DEFAULTS AND REMEDIES.

      If any Event of Default with respect to Securities shall occur and be
continuing, the principal amount of the Securities and any accrued and unpaid
Interest and accrued and unpaid Liquidated Damages, if any, on all the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.

15.   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 Securities and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.

16.   SUBORDINATION.

      The indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full in cash of all Obligations in respect of Senior Debt
of the Company. Any Holder by accepting this Security agrees to and shall be
bound by such subordination provisions and authorizes the Trustee to give them
effect.

17.   NO RECOURSE AGAINST OTHERS.

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

18.   AUTHENTICATION.

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

19.   ABBREVIATIONS.

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

20.   GOVERNING LAW.

                                      A-10
<PAGE>

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

21.   COPY OF INDENTURE.

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

      PER-SE TECHNOLOGIES, INC.
      2840 Mt. Wilkinson Parkway
      Atlanta, Georgia 30339
      Attn: General Counsel
      Facsimile No.: (770) 444-4502

22.   REGISTRATION RIGHTS.

      The Holders of the Securities are entitled to the benefits of a Resale
Registration Rights Agreement, dated as of June 30, 2004, between the Company
and Banc of America Securities LLC as representative for the initial purchasers,
including the receipt of Liquidated Damages upon a Registration Default (as
defined in such agreement). The Company shall make payments of Liquidated
Damages on the Liquidated Damages Payment Dates (as defined in the Registration
Rights Agreement), but otherwise in accordance with the provisions set forth
herein for the payment of Interest.

                                      A-11
<PAGE>

<TABLE>
<CAPTION>
           ASSIGNMENT FORM                          CONVERSION NOTICE
           ---------------                          -----------------
<S>                                        <C>
To assign this Security, fill in the       To convert this Security into
form below:                                Common Stock of the Company,
                                           check the box [ ]

I or we assign and transfer this           To convert only part of this
Security to                                Security, state the principal amount
______________________________             to be converted (which must be
____________________                       $1,000 or an integral multiple of
(Insert assignee's soc. sec. or tax        $1,000):
ID no.)
_____________________________
_____________________________              If you want the stock certificate
_____________________________              made out in another person's name
(Print or type assignee's name,            fill in the form below:
address and zip code)                      _____________________________
                                           _____________________________
and irrevocably appoint
                                           (Insert the other person's soc. sec.
____________________ agent to              tax ID no.)
transfer this Security on the books of     _____________________________
the Company.  The agent may                _____________________________
substitute another to act for him.         _____________________________
                                           _____________________________
                                           _____________________________
                                           (Print or type other person's name,
                                           address and zip code)
</TABLE>

Date:  __________ Your Signature:  _________________________________

________________________________________________________________________________

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

Signature Guaranteed

_______________________________________

Participant in a Recognized Signature

Guarantee Medallion Program

By:_____________________________
       Authorized Signatory

                                      A-12

<PAGE>

                       SCHEDULE OF INCREASES AND DECREASES
                               OF GLOBAL SECURITY

Initial Principal Amount of Global Security: One Hundred Twenty-Five Million
Dollars ($125,000,000).

<TABLE>
<CAPTION>
               Amount of        Amount of         Principal
              Increase in      Decrease in        Amount of
               Principal        Principal          Global          Notation by
               Amount of        Amount of      Security After      Registrar or
                Global           Global          Increase or         Security
Date           Security         Security          Decrease          Custodian
----           --------         --------          --------          ---------
<S>           <C>              <C>             <C>                 <C>
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
</TABLE>

                                      A-13

<PAGE>

                                                                       EXHIBIT B

                     [FORM OF FACE OF CERTIFICATED SECURITY]

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN 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, SUCH REGISTRATION. EACH PURCHASER OF THIS NOTE
IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT
IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND (2) AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, FOR THE BENEFIT OF PER-SE TECHNOLOGIES, INC. (THE "ISSUER"), THAT
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A)
TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, 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 WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE
SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER,
(IF AVAILABLE), OR (D) 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, AND IN THE CASE OF (A) THROUGH (D) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION. EACH HOLDER WILL NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERENCED ABOVE.

                                      B-1

<PAGE>

                            PER-SE TECHNOLOGIES, INC.

               3.25% Convertible Subordinated Debentures Due 2024

CUSIP: 713569AA9
ISSUE DATE: June 30, 2004                      Principal Amount:  $_____________
No.

      PER-SE TECHNOLOGIES, INC., a Delaware corporation, promises to pay to
_____________, or registered assigns, the principal amount of _____________
($_____________), on June 30, 2024.

      Interest Rate: 3.25% per year.

      Interest Payment Dates: June 30 and December 30 of each year, commencing
December 30, 2004.

      Interest Record Dates: June 15 and December 15 of each year.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse side of this Security, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                                      B-2

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:                                            PER-SE TECHNOLOGIES, INC.

                                                  By: __________________________
                                                  Name: ________________________
                                                  Title: _______________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By__________________________________
        Authorized Signatory

Dated:

                                      B-3

<PAGE>

            [FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO
                                   EXHIBIT A]

                                      B-4

<PAGE>

                                                                       EXHIBIT C

                            PER-SE TECHNOLOGIES, INC.

               3.25% Convertible Subordinated Debentures Due 2024

                              Transfer Certificate

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

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

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

      [_]   The transfer of the Surrendered Securities complies with Rule 144A
            under the Securities Act; or

      [_]   The transfer of the Surrendered Securities is pursuant to Rule 144
            under the Securities Act and each of the conditions set forth in
            such rule have been met;

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

                                      C-1

<PAGE>

      [_]   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.)

Signature Guaranteed

______________________________________
Participant in a Recognized Signature

                                      C-2