<PAGE>

                                                                     EXHIBIT 4.1

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

                           THE TOWN AND COUNTRY TRUST

                                       TO

                              THE BANK OF NEW YORK,
                                   as Trustee

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

                                    INDENTURE

                                   Dated as of

                                 August 4, 2003

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

                    5.375% CONVERTIBLE SENIOR NOTES DUE 2023

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       PAGE
                                                                                                                       ----
<S>                                                                                                                    <C>

                                                         ARTICLE 1
                                                        DEFINITIONS

Section 1.01.  Definitions.......................................................................................        1

                                                         ARTICLE 2
                             ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.  Designation Amount and Issue of Notes.............................................................       10
Section 2.02.  Form of Notes.....................................................................................       10
Section 2.03.  Date and Denomination of Notes; Payments of Interest..............................................       11
Section 2.04.  Execution of Notes................................................................................       12
Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer..........................       13
Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes........................................................       18
Section 2.07.  Temporary Notes...................................................................................       19
Section 2.08.  Cancellation of Notes.............................................................................       19
Section 2.09.  CUSIP Numbers.....................................................................................       20
Section 2.10.  Ranking...........................................................................................       20

                                                         ARTICLE 3
                                              REDEMPTION AND PURCHASE OF NOTES

Section 3.01.  Company's Right to Redeem.........................................................................       20
Section 3.02.  Notice of Optional Redemption; Selection of Notes.................................................       20
Section 3.03.  Payment of Notes Called for Redemption by the Company.............................................       22
Section 3.04.  Conversion Arrangement on Call for Redemption.....................................................       23
Section 3.05.  Purchase of Notes by the Company at Option of Holders upon a Fundamental Change...................       23
Section 3.06.  Purchase of Notes by the Company at Option of Holders on Specified Dates..........................       26
Section 3.07.  Company's Right to Elect Manner of Payment of Purchase Price......................................       29
Section 3.08.  Conditions and Procedures for Purchase at Option of Holders.......................................       31

                                                         ARTICLE 4
                                            PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.  Payment of Principal and Interest.................................................................       34
Section 4.02.  Maintenance of Office or Agency...................................................................       34
Section 4.03.  Appointments to Fill Vacancies in Trustee's Office................................................       34
Section 4.04.  Provisions as to Paying Agent.....................................................................       34
Section 4.05.  Existence.........................................................................................       35
Section 4.06.  Rule 144A Information Requirement.................................................................       35
Section 4.07.  Stay, Extension and Usury Laws....................................................................       36
Section 4.08.  Compliance Certificate............................................................................       36
Section 4.09.  Additional Amounts Notice.........................................................................       36
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
                                                         ARTICLE 5
                               NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01.  Noteholders' Lists................................................................................       37
Section 5.02.  Preservation and Disclosure of Lists..............................................................       37
Section 5.03.  Reports by Trustee................................................................................       37
Section 5.04.  Reports by Company................................................................................       38

                                                         ARTICLE 6
                               REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 6.01.  Events of Default.................................................................................       38
Section 6.02.  Payments of Notes on Default; Suit Therefor.......................................................       40
Section 6.03.  Application of Monies Collected by Trustee........................................................       42
Section 6.04.  Proceedings by Noteholder.........................................................................       42
Section 6.05.  Proceedings by Trustee............................................................................       43
Section 6.06.  Remedies Cumulative and Continuing................................................................       43
Section 6.07.  Direction of Proceedings and Waiver of Defaults by Majority of Noteholders........................       44
Section 6.08.  Notice of Defaults................................................................................       44
Section 6.09.  Undertaking to Pay Costs..........................................................................       44

                                                         ARTICLE 7
                                                        THE TRUSTEE

Section 7.01.  Duties and Responsibilities of Trustee............................................................       45
Section 7.02.  Reliance on Documents, Opinions, Etc..............................................................       46
Section 7.03.  No Responsibility for Recitals, Etc...............................................................       47
Section 7.04.  Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes..............................       48
Section 7.05.  Monies to Be Held in Trust........................................................................       48
Section 7.06.  Compensation and Expenses of Trustee..............................................................       48
Section 7.07.  Officers' Certificate as Evidence.................................................................       49
Section 7.08.  Conflicting Interests of Trustee..................................................................       49
Section 7.09.  Eligibility of Trustee............................................................................       49
Section 7.10.  Resignation or Removal of Trustee.................................................................       49
Section 7.11.  Acceptance by Successor Trustee...................................................................       50
Section 7.12.  Succession by Merger..............................................................................       51
Section 7.13.  Preferential Collection of Claims.................................................................       51

                                                         ARTICLE 8
                                                      THE NOTEHOLDERS

Section 8.01.  Action by Noteholders.............................................................................       51
Section 8.02.  Proof of Execution by Noteholders.................................................................       52
Section 8.03.  Who Are Deemed Absolute Owners....................................................................       52
Section 8.04.  Company-owned Notes Disregarded...................................................................       52
Section 8.05.  Revocation of Consents, Future Holders Bound......................................................       53
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
                                                         ARTICLE 9
                                                  MEETINGS OF NOTEHOLDERS

Section 9.01.  Purpose of Meetings...............................................................................       53
Section 9.02.  Call of Meetings by Trustee.......................................................................       53
Section 9.03.  Call of Meetings by Company or Noteholders........................................................       54
Section 9.04.  Qualifications for Voting.........................................................................       54
Section 9.05.  Regulations.......................................................................................       54
Section 9.06.  Voting............................................................................................       55
Section 9.07.  No Delay of Rights by Meeting.....................................................................       55

                                                         ARTICLE 10
                                                  SUPPLEMENTAL INDENTURES

Section 10.01.  Supplemental Indentures Without Consent of Noteholders...........................................       55
Section 10.02.  Supplemental Indenture with Consent of Noteholders...............................................       56
Section 10.03.  Effect of Supplemental Indenture.................................................................       57
Section 10.04.  Notation on Notes................................................................................       58
Section 10.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee......................       58

                                                         ARTICLE 11
                                     CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01.  Company May Consolidate on Certain Terms.........................................................       58
Section 11.02.  Successor to Be Substituted......................................................................       58
Section 11.03.  Opinion of Counsel to Be Given Trustee...........................................................       59

                                                         ARTICLE 12
                                          SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01.  Discharge of Indenture...........................................................................       59
Section 12.02.  Paying Agent to Repay Monies Held................................................................       60
Section 12.03.  Return of Unclaimed Monies.......................................................................       60

                                                         ARTICLE 13
                                IMMUNITY OF ORGANIZERS, SHAREHOLDERS, OFFICERS AND TRUSTEES

Section 13.01.  Indenture and Notes Solely Corporate Obligations.................................................       60

                                                         ARTICLE 14
                                                    CONVERSION OF NOTES

Section 14.01.  Right to Convert.................................................................................       60
Section 14.02.  Exercise of Conversion Privilege; Issuance of Common Shares on Conversion; No Adjustment
                for Interest or Dividends .......................................................................       62
Section 14.03.  Cash Payments in Lieu of Fractional Shares.......................................................       67
Section 14.04.  Conversion Rate..................................................................................       67
Section 14.05.  Adjustment of Conversion Rate....................................................................       67
Section 14.06.  Effect of Specified Business Transactions........................................................       73
Section 14.07.  Taxes on Shares Issued...........................................................................       74
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
Section 14.08.  Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements;
                Listing of Common Shares ........................................................................       74
Section 14.09.  Responsibility of Trustee........................................................................       75
Section 14.10.  Notice to Holders Prior to Certain Actions.......................................................       75

                                                         ARTICLE 15
                                                  MISCELLANEOUS PROVISIONS

Section 15.01.  Provisions Binding On Company's Successors.......................................................       76
Section 15.02.  Official Acts By Successor.......................................................................       76
Section 15.03.  Addresses For Notices, Etc.......................................................................       76
Section 15.04.  Governing Law....................................................................................       77
Section 15.05.  Evidence of Compliance with Conditions Precedent, Certificates to Trustee........................       77
Section 15.06.  Legal Holidays...................................................................................       77
Section 15.07.  Company Responsible for Making Calculations......................................................       78
Section 15.08.  Trust Indenture Act..............................................................................       78
Section 15.09.  No Security Interest Created.....................................................................       78
Section 15.10.  Benefits of Indenture............................................................................       78
Section 15.11.  Table of Contents, Headings, Etc.................................................................       78
Section 15.12.  Authenticating Agent.............................................................................       78
Section 15.13.  Execution in Counterparts........................................................................       79
Section 15.14.  Severability.....................................................................................       79
Section 15.15.  Waiver of Jury Trial.............................................................................       78
Section 15.16.  Force Majeure....................................................................................       78

Exhibit A Form of Note..........................................................................................       A-1
</TABLE>

                                       iv

<PAGE>

                                    INDENTURE

         INDENTURE dated as of August 4, 2003 between The Town and Country
Trust, a Maryland real estate investment trust (hereinafter called the
"COMPANY"), having its principal office at 100 South Charles Street, Baltimore,
Maryland 21201, and The Bank of New York, a New York banking corporation, as
trustee hereunder (hereinafter called the "TRUSTEE").

                                   WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 5.375% Convertible Senior Notes due 2023
(hereinafter called the "NOTES"), in an aggregate principal amount not to exceed
$74,750,000, and, to provide the terms and conditions upon which the Notes are
to be authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

         WHEREAS, the Notes, the certificate of authentication to be borne by
the Notes, a form of assignment, a form of fundamental change purchase election,
a form of Company purchase election and a form of conversion notice to be borne
by the Notes are to be substantially in the forms hereinafter provided for; and

         WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized,

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the Notes
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Notes by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture that are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this Indenture.
The words "HEREIN", "HEREOF", "HEREUNDER" and words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

<PAGE>

         "ADDITIONAL AMOUNTS" has the meaning specified for "LIQUIDATED DAMAGES"
in Section 3(a) of the Registration Rights Agreement.

         "ADDITIONAL AMOUNTS NOTICE" has the meaning specified in Section 4.09.

         "ADJUSTMENT EVENT" has the meaning specified in Section 14.05(m).

         "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.

         "AGENT MEMBERS" has the meaning specified in Section 2.05(b).

         "ALTERNATE CASH SETTLEMENT AVERAGING PERIOD" has the meaning specified
in Section 14.02(g)(ii).

         "BOARD OF TRUSTEES" means the Board of Trustees of the Company or a
committee of such Board duly authorized to act for it hereunder.

         "BUSINESS DAY" means any day, other than a Saturday or 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" of any Person means any and all shares (including
ordinary shares or American Depositary Shares), interests, participations or
other equivalents however designated of corporate stock or other equity
participations, including partnership interests, whether general or limited, of
such Person and any rights (other than debt securities convertible or
exchangeable into an equity interest), warrants or options to acquire an equity
interest in such Person.

         "CASH AMOUNT" has the meaning specified in Section 14.02(g)(i).

         "CASH SETTLEMENT AVERAGING PERIOD" has the meaning specified in Section
14.02(g)(i).

         "CASH SETTLEMENT NOTICE PERIOD" has the meaning specified in Section
14.02(g)(i).

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted under the Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMMON SHARES" means, subject to Section 3.08(h), the common shares of
beneficial interest, par value $0.01 per share, of the Company.

                                       2

<PAGE>

         "COMPANY" means the real estate investment trust named as the "COMPANY"
in the first paragraph of this Indenture, and, subject to the provisions of
Article 11 and Section 14.06, shall include its successors and assigns.

         "COMPANY PURCHASE DATE" has the meaning specified in Section 3.06(a).

         "COMPANY PURCHASE ELECTION" has the meaning specified in Section
3.06(c).

         "COMPANY PURCHASE NOTICE" has the meaning specified in Section 3.06(b).

         "COMPANY PURCHASE PRICE" has the meaning specified in Section 3.06(a).

         "CONTINUING TRUSTEE" means a trustee who either was a member of the
Board of Trustees on July 29, 2003 or who becomes a member of the Board of
Trustees subsequent to that date and whose appointment or election or nomination
for election by the shareholders of the Company is duly approved by a majority
of the Continuing Trustees on the Board of Trustees at the time of such
approval, either by a specific vote or by approval pursuant to the proxy
statement issued by the Company on behalf of the Board of Trustees in which such
individual is named as nominee for trustee.

         "CONVERSION AGENT" means the Trustee or such other office or agency
designated by the Company where Notes may be presented for conversion.

         "CONVERSION DATE" has the meaning specified in Section 14.02(c).

         "CONVERSION NOTICE" has the meaning specified in Section 14.02(a).

         "CONVERSION OBLIGATION" has the meaning specified in Section
14.02(g)(i).

         "CONVERSION PRICE" as of any day means $1,000 divided by the Conversion
Rate as of such date and rounded to the nearest cent. The Conversion Price shall
initially be $25.509 per Common Share.

         "CONVERSION RATE" has the meaning specified in Section 14.04.

         "CONVERSION RETRACTION PERIOD" has the meaning specified in Section
14.02(g)(i).

         "CONVERSION VALUE" of a Note is equal to the product of the Last
Reported Sale Price of the Common Shares on a given Trading Day multiplied by
the applicable Conversion Rate. The trading price of the Notes on any date of
determination is the average of the secondary market bid quotations per Note
obtained by the Company for $2,500,000 principal amount of Notes at
approximately 3:30 p.m., New York City time, on such determination date from two
independent nationally recognized securities dealers the Company selects,
provided that if at least two such bids cannot reasonably be obtained by the
Company but one such bid is obtained, then this one bid shall be used.

         "CORPORATE TRUST OFFICE" or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture

                                       3
<PAGE>

shall be administered, which office is, at the date as of which this Indenture
is dated, located at 101 Barclay Street - 8W, New York, N.Y. 10286, attention:
Corporate Finance Group.

         "CREDIT FACILITY" means the Company's Amended and Restated Master
Credit Facility Agreement dated April 25, 2002, as amended, with the Federal
National Mortgage Association, as assignee of Prudential Multifamily Mortgage,
Inc., as lender.

         "CUSTODIAN" means The Bank of New York, as custodian with respect to
the Notes in global form, or any successor entity thereto.

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

         "DEFAULTED INTEREST" has the meaning specified in Section 2.03.

         "DEPOSITARY" means, the clearing agency registered under the Exchange
Act that is designated to act as the Depositary for the Global Notes. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "DEPOSITARY" shall mean or include such
successor.

         "DETERMINATION DATE" has the meaning specified in Section 14.05(m).

         "EVENT OF DEFAULT" means any event specified in Section 6.01 as an
Event of Default.

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

         "EX-DIVIDEND DATE" means the first date upon which a sale of a Common
Share does not automatically transfer the right to receive the relevant dividend
from the seller of the Common Share to its buyer.

         "EXPIRATION TIME" has the meaning specified in Section 14.05(f).

         "FINAL NOTICE DATE" has the meaning specified in Section 14.02(g)(i).

         "FUNDAMENTAL CHANGE" means the occurrence of any of the following:

                  (i)      a "person" or "group" within the meaning of Section
13(d) of the Exchange Act other than the Company, its subsidiaries or its or
their employee benefit plans, files a Schedule TO or any schedule, form or
report under the Exchange Act disclosing that such person or group has become
the direct or indirect ultimate "beneficial owner," as defined in Rule 13d-3
under the Exchange Act, of the common equity of the Company representing more
than 50% of the voting power of the Company's common equity entitled to vote
generally in the election of trustees; or

                  (ii)     consummation of any share exchange, consolidation or
merger of the Company or any sale, lease or other transfer in one transaction or
a series of transactions of all or

                                       4
<PAGE>

substantially all of the consolidated assets of the Company and its
subsidiaries, taken as a whole, to any person other than the Company or one or
more of its subsidiaries, pursuant to which the Common Shares will be converted
into cash, securities or other property; provided, however, that a transaction
where the holders of the Company's common equity immediately prior to such
transaction have directly or indirectly, more than 50% of the aggregate voting
power of all classes of common equity of the continuing or surviving corporation
or transferee entitled to vote generally in the election of trustees immediately
after such event shall not be a Fundamental Change; or

                  (iii)    Continuing Trustees cease to constitute at least a
majority of the Board of Trustees.

         A Fundamental Change will not be deemed to have occurred in respect of
any of the foregoing, however, if:

                  (i)      the Last Reported Sale Price of the Common Shares for
         any five Trading Days within the 10 consecutive Trading Days ending
         immediately before the later of the Fundamental Change or the public
         announcement thereof, equals or exceeds 105% of the applicable
         Conversion Price of the Notes immediately before the Fundamental Change
         or the public announcement thereof, or

                  (ii)     at least 90% of the consideration, excluding cash
payments for fractional shares, in the transaction or transactions constituting
the Fundamental Change consists of shares of capital stock traded on a national
securities exchange or quoted on the Nasdaq National Market or which will be so
traded or quoted when issued or exchanged in connection with a Fundamental
Change (these securities being referred to as "publicly traded securities") and
as a result of this transaction or transactions the Notes become convertible
into such publicly traded securities, excluding cash payments for fractional
shares.

         "FUNDAMENTAL CHANGE PURCHASE DATE" has the meaning specified in Section
3.05(a).

         "FUNDAMENTAL CHANGE PURCHASE ELECTION" has the meaning specified in
Section 305(c)(i).

         "FUNDAMENTAL CHANGE PURCHASE NOTICE" has the meaning specified in
Section 3.05(b).

         "FUNDAMENTAL CHANGE PURCHASE PRICE" has the meaning provided in Section
3.05(a).

         "GLOBAL NOTE" has the meaning specified in Section 2.02.

         "INDENTURE" means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented.

         "INITIAL PURCHASER" means Banc of America Securities LLC.

         "INTEREST" means, when used with reference to the Notes, any interest
payable under the terms of the Notes, including Additional Amounts owed, if any,
payable under the terms of the Registration Rights Agreement.

                                       5
<PAGE>

         "INTEREST PAYMENT DATE" means February 15 and August 15 of each year,
commencing February 15, 2004.

         "INTEREST PERIOD" means any six-month period from February 15 to August
14 or from August 15 to February 14, commencing on or after February 15, 2004
and ending before August 15, 2023.

         "LAST REPORTED SALE PRICE" of the Common Shares or the Spin-off Shares,
as the case may be, on any date means the closing sale price per share (or if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average ask
prices) on that date as reported in composite transactions for the principal
U.S. securities exchange on which the Common Shares or the Spin-off Shares, as
the case may be, are traded or, if the Common Shares or the Spin-off Shares, as
the case may be, are not listed on a U.S. national or regional securities
exchange (currently, with respect to the Common Shares, the New York Stock
Exchange) or, if the Common Shares or the Spin-off Shares, as the case may be,
are not listed for trading on a U.S. national or regional securities exchange,
as reported by the Nasdaq National Market. If the Common Shares or the Spin-off
Shares, as the case may be, are not listed for trading on a U.S. national or
regional securities exchange and not reported by the Nasdaq National Market on
the relevant date, the "Last Reported Sale Price" will be the last quoted bid
price for the Common Shares or the Spin-off Shares, as the case may be, in the
over-the-counter market on the relevant date as reported by the National
Quotation Bureau or similar organization. If the Common Shares or the Spin-off
Shares, as the case may be, are not so quoted, the "Last Reported Sale Price"
will be the average of the midpoint of the last bid and ask prices for the
Common Shares or the Spin-off Shares, as the case may be, on the relevant date
from each of at least three nationally recognized independent investment banking
firms selected by the Company for this purpose.

         "MARKET PRICE" means the average of the Last Reported Sale Prices of
the Common Shares for the 20 Trading Day period ending on the third Business Day
prior to the applicable Purchase Date (including upon the occurrence of a
Fundamental Change) or the date of determination (if the third Business Day
prior to the applicable Purchase Date or the date of determination is a Trading
Day or, if not, then on the last Trading Day prior to the third Business Day),
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of the Trading Days during the 20 Trading Day period and
ending on the applicable Purchase Date or the date of determination, of any
event that would result in an adjustment of the applicable Conversion Rate.

         "MATERIAL SUBSIDIARY" means any subsidiary of the Company that would be
a "significant subsidiary" as such term is defined in clauses (1)-(3) of Rule
1-02(w) of Regulation S-X promulgated under the Securities Act.

         "NOTE" or "NOTES" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

         "NOTE REGISTER" has the meaning specified in Section 2.05.

         "NOTE REGISTRAR" has the meaning specified in Section 2.05.

                                       6
<PAGE>

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

         "OFFER AGGREGATE VALUE" has the meaning specified in Section 14.05(f).

         "OFFICERS' CERTIFICATE", when used with respect to the Company, means a
certificate signed by any two of the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the President, the Chief Financial
Officer, any Vice President (whether or not designated by a number or numbers or
word or words added before or after the title "Vice President"), the Treasurer,
the Secretary or any Assistant Secretary of the Company; provided that the
Officer's Certificate delivered on the date hereof pursuant to Section 15.05 may
be signed by any one of the foregoing.

         "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or other counsel
reasonably acceptable to the Trustee.

         "ORIGINAL ISSUE DATE" means August 4, 2003.

         "OUTSTANDING", when used with reference to Notes and subject to the
provisions of Section 8.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

         (a)      Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

         (b)      Notes, or portions thereof, (i) for the redemption of which
monies in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or (ii) which shall
have been otherwise defeased in accordance with Article 12;

         (c)      Notes in lieu of which, or in substitution for which, other
Notes shall have been authenticated and delivered pursuant to the terms of
Section 2.06; and

         (d)      Notes converted into Common Shares pursuant to Article 14 and
Notes deemed not outstanding pursuant to Article 3.

         "PAYING AGENT" means the Trustee or such other office or agency
designated by the Company where Notes may be presented for payment.

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

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

                                       7
<PAGE>

         "PREDECESSOR NOTE" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

         "PRINCIPAL," "PRINCIPAL AMOUNT" or "PRINCIPAL" of a debt security,
including the Convertible Notes, means the principal of the security.

         "PURCHASE DATE" means the Fundamental Change Purchase Date or the
Company Purchase Date, as applicable.

         "PURCHASE ELECTION" means the Fundamental Change Purchase Election or
the Company Purchase Election, as applicable.

         "PURCHASE NOTICE" means the Fundamental Change Purchase Notice or the
Company Purchase Notice, as applicable.

         "PURCHASE PRICE" means the Fundamental Change Purchase Price or the
Company Purchase Price, as applicable.

         "PURCHASED SHARES" has the meaning specified in Section 14.05(f).

         "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" as defined in Rule 144A.

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

         "REDEMPTION DATE" has the meaning specified in Section 3.02(a).

         "REDEMPTION NOTICE" has the meaning specified in Section 3.02(a).

         "REDEMPTION NOTICE DATE" has the meaning specified in Section
14.02(g)(i).

         "REDEMPTION PRICE" has the meaning specified in Section 3.01.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, between the Company and the Initial
Purchaser, as amended from time to time in accordance with its terms.

         "REGULAR RECORD DATE" means, with respect to each Interest Payment
Date, the close of business on the February 1 or August 1 immediately preceding
such Interest Payment Date (whether or not a Business Day).

                                       8
<PAGE>

         "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person's knowledge of and familiarity with
the particular subject.

         "RESTRICTED SECURITIES" has the meaning specified in Section 2.05(c).

         "RULE 144A" means Rule 144A promulgated under the Securities Act.

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

         "SPECIAL RECORD DATE" has the meaning specified in Section 2.03.

         "SPIN-OFF MARKET PRICE" per Common Share or Spin-off Share on any day
means the average of the daily Last Reported Sale Price for the 10 consecutive
Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date with respect to the issuance or distribution requiring such
computation.

         "SPIN-OFF SHARES" means the capital stock of, or similar equity
interests in, a subsidiary or other business unit of the Company as specified in
Section 14.05(d).

         "STATED MATURITY" means August 15, 2023.

         "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

         "TRADING DAY" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Shares are not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Shares are then listed or, if the Common
Shares are not listed on a national or regional securities exchange, on the
National Association of Securities Dealers Automated Quotation System or, if the
Common Shares are not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Shares are then traded (provided that no day on which trading of the Common
Shares is suspended on such exchange or other trading market will count as a
Trading Day).

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture, except as provided in
Sections 10.03 and 15.08; provided that if the Trust Indenture Act of 1939 is
amended after the date hereof, the term "TRUST INDENTURE

                                       9
<PAGE>

ACT" shall mean, to the extent required by such amendment, the Trust Indenture
Act of 1939 as so amended.

         "TRUSTEE" means The Bank of New York and its successors and any
corporation resulting from or surviving any consolidation or merger to which it
or its successors may be a party and any successor trustee at the time serving
as successor trustee hereunder.

                                   ARTICLE 2
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

         Section 2.01. Designation Amount and Issue of Notes. The Notes shall be
designated as "5.375% CONVERTIBLE SENIOR NOTES DUE 2023". Notes not to exceed
the aggregate principal amount of $74,750,000 (except pursuant to Sections 2.05,
2.06, 3.05, 3.06 and 14.02 hereof) upon the execution of this Indenture, or from
time to time thereafter, may be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Notes to or upon the written order of the Company, signed by its
Chairman of the Board, its Chief Executive Officer, its Chief Operating Officer,
its President, its Chief Financial Officer, any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President"), its Treasurer, its Secretary or any Assistant
Secretary, without any further action by the Company hereunder.

         Section 2.02. Form of Notes. The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A. The terms and provisions contained in the form of Note
attached as Exhibit A hereto shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

         Any of the Notes may have such letters, numbers of other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradable on The Portal Market or as may be required for the Notes to be tradable
on any other market developed for trading of securities pursuant to Rule 144A or
as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.

         So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Notes will be represented by one or more Notes in
global form registered in the name of the Depositary or the nominee of the
Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests
in any such Global Note shall be effected through the Depositary in accordance
with this Indenture and the applicable procedures of the Depositary. Except as
provided in Section 2.05(a), beneficial holders of a Global Note shall not be
entitled to have certificates

                                       10
<PAGE>

registered in their names, will not receive or be entitled to receive physical
delivery of certificates in definitive form and will not be considered holders
of such Global Note for any purpose.

         Any Global Note shall represent such of the outstanding Notes as shall
be specified therein and shall provide that it shall represent the aggregate
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate amount of outstanding Notes represented thereby may from time to time
be increased or reduced to reflect redemptions, purchases, conversions,
transfers or exchanges permitted hereby. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding
Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in such manner and upon instructions given by the
holder of such Notes in accordance with this Indenture. Payment of principal of
and Interest on any Global Note shall be made to the holder of such Note.

         Section 2.03. Date and Denomination of Notes; Payments of Interest. The
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof. Each Note shall be dated
the date of its authentication and shall bear interest from the date specified
on the face of the form of Note attached as Exhibit A hereto. Interest on the
Notes shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

         The Person in whose name any Note (or its Predecessor Note) is
registered on the Note Register at the close of business on the Regular Record
Date with respect to an Interest Payment Date shall be entitled to receive the
Interest payable on such Interest Payment Date, except that the Interest payable
upon redemption or purchase will be payable to the Person to whom principal is
payable pursuant to such redemption or purchase (unless the Redemption Date or
the Purchase Date, as the case may be, is an Interest Payment Date, in which
case the semi-annual payment of interest becoming due on such date shall be
payable to the holders of such Notes registered as such on the applicable
Regular Record Date). Notwithstanding the foregoing, if any Note (or portion
thereof) is converted into Common Shares during the period after a Regular
Record Date to, but excluding, the next succeeding Interest Payment Date and
such Note (or portion thereof) has been called or tendered for redemption on a
Redemption Date which occurs during such period, the Company shall not be
required to pay interest on such Interest Payment Date in respect of any such
Note (or portion thereof), except as provided in Section 14.02. Interest shall
be payable at the office of the Company maintained by the Company for such
purposes in the Borough of Manhattan, The City of New York, which shall
initially be an office or agency of the Trustee. The Company shall pay Interest
(i) on any Notes in certificated form by check mailed to the address of the
Person entitled thereto as it appears in the Note Register (or upon written
notice, by wire transfer in immediately available funds, if such Person is
entitled to Interest on Notes with an aggregate principal amount in excess of
$2,000,000) or (ii) on any Global Note by wire transfer of immediately available
funds to the account of the Depositary or its nominee.

         Any Interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Noteholder on the relevant
Regular Record Date by virtue of his having been

                                       11
<PAGE>

such Noteholder, and such Defaulted Interest shall be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

         (1)      The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on a "SPECIAL RECORD
DATE" for the payment of such Defaulted Interest, which shall be the date fixed
in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Note and the date of
the proposed payment (which shall be not less than twenty-five (25) days after
the receipt by the Trustee of such notice, unless the Trustee shall consent to
an earlier date), and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount to be paid in respect
of such Defaulted Interest or shall make arrangements reasonably satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited on or prior to the date of the proposed payment, to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than
fifteen (15) days and not less than ten (10) days prior to the date of the
proposed payment, and not less than ten (10) days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each holder at his address as it appears in the Note Register, not
less than ten (10) days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Notes (or their respective Predecessor Notes) are registered at
the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2) of this Section 2.03.

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

         Section 2.04. Execution of Notes. The Notes shall be signed in the name
and on behalf of the Company by the manual or facsimile signature of its
President, its Chief Financial Officer, any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President"), its Treasurer, its Secretary or any Assistant
Secretary. Only such Notes as shall bear thereon a certificate of authentication
substantially in the form set forth on the form of Note attached as Exhibit A
hereto, manually executed by the Trustee (or an authenticating agent appointed
by the Trustee as provided by Section 15.12), shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee (or such an authenticating agent) upon any Note executed by the
Company shall be conclusive evidence that the Note so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

                                       12
<PAGE>

         In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company, and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

         Section 2.05. Exchange and Registration of Transfer of Notes;
Restrictions on Transfer. (a) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office and in
any other office or agency of the Company designated pursuant to Section 4.02
being herein sometimes collectively referred to as the "NOTE REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration and transfer of Notes. The Note Register
shall be in written form or in any form capable of being converted into written
form within a reasonably prompt period of time. The Trustee is hereby appointed
"NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as
herein provided. The Company may appoint one or more co-registrars in accordance
with Section 4.02.

         Upon surrender for registration of transfer of any Note to the Note
Registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

         Notes may be exchanged for other Notes of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 4.02. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes which
the Noteholder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.

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

         All Notes presented or surrendered for registration of transfer or for
exchange, redemption, purchase or conversion shall (if so required by the
Company or the Note Registrar) be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company, duly
executed by the Noteholder thereof or his attorney duly authorized in writing.

         No service charge shall be made to any holder for any registration of,
transfer or exchange of Notes, but the Company may require payment by the holder
of a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in connection with any registration of transfer or exchange
of Notes.

                                       13
<PAGE>

         Neither the Company nor the Trustee nor any Note Registrar shall be
required to exchange or register a transfer of (a) any Notes for a period of
fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any
Notes or portions thereof called for redemption pursuant to Section 3.01, (c)
any Notes or portions thereof surrendered for conversion pursuant to Article 14,
(d) any Notes or portions thereof tendered for purchase (and not withdrawn)
pursuant to Section 3.05 or (e) any Notes or portions thereof tendered for
purchase (and not withdrawn) pursuant to Section 3.06.

         (b)      The following provisions shall apply only to Global Notes:

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

                  (ii)     Notwithstanding any other provision in this
         Indenture, no Global Note may be exchanged in whole or in part for
         Notes registered, and no transfer of a Global Note in whole or in part
         may be registered, in the name of any Person other than the Depositary
         or a nominee thereof unless (A) the Depositary (i) has notified the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Note and a successor depositary has not been appointed by
         the Company within ninety days or (ii) has ceased to be a clearing
         agency registered under the Exchange Act, (B) an Event of Default has
         occurred and is continuing or (C) the Company, in its sole discretion,
         notifies the Trustee in writing that it no longer wishes to have all
         the Notes represented by Global Notes. Any Global Note exchanged
         pursuant to clause (A) or (B) above shall be so exchanged in whole and
         not in part and any Global Note exchanged pursuant to clause (C) above
         may be exchanged in whole or from time to time in part as directed by
         the Company. Any Note issued in exchange for a Global Note or any
         portion thereof shall be a Global Note; provided that any such Note so
         issued that is registered in the name of a Person other than the
         Depositary or a nominee thereof shall not be a Global Note.

                  (iii)    Securities issued in exchange for a Global Note or
         any portion thereof pursuant to clause (ii) above shall be issued in
         definitive, fully registered form, without interest coupons, shall have
         an aggregate principal amount equal to that of such Global Note 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 any legends required hereunder. Any Global
         Notes to be exchanged in whole shall be surrendered by the Depositary
         to the Trustee, as Note Registrar. With regard to any Global Note to be
         exchanged in part, either such Global Note 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 Note, 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 make available for delivery the Note
         issuable on such exchange to or upon the written order of the
         Depositary or an authorized representative thereof.

                                       14
<PAGE>

                  (iv)     In the event of the occurrence of any of the events
         specified in clause (ii) above, the Company will promptly make
         available to the Trustee a reasonable supply of certificated Notes as
         requested by the Trustee in definitive, fully registered form, without
         interest coupons.

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

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

         (c)      Every Note that bears or is required under this Section
2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any
Common Shares issued upon conversion of the Notes and required to bear the
legend set forth in Section 2.05(d), collectively, the "RESTRICTED SECURITIES")
shall be subject to the restrictions on transfer set forth in this Section
2.05(c) (including those set forth in the legend below) unless such restrictions
on transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such holder's acceptance thereof, agrees to be
bound by all such restrictions on transfer. As used in Section 2.05(c) and
2.05(d), the term "TRANSFER" encompasses any sale, pledge, loan, transfer or
other disposition whatsoever of any Restricted Security or any interest therein.

         Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Note (and all securities issued in exchange therefor
or substitution thereof, other than Common Shares, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.05(d), if
applicable) shall bear a legend in substantially the following form, unless such
Note has been transferred pursuant to a registration statement that has been
declared effective under the

                                       15
<PAGE>

Securities Act (and which continues to be effective at the time of such
transfer) or pursuant to Rule 144 under the Securities Act or any similar
provision then in force, or unless otherwise agreed by the Company in writing,
with written notice thereof to the Trustee:

"THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH
EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS
ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER
OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, OR (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE COMPANY SO REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A
CERTIFICATION OF THE TRANSFEROR THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN
(A) ABOVE."

         Any Note (or security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to which the conditions for removal of the foregoing legend
set forth therein have been satisfied may, upon surrender of such Note for
exchange to the Note Registrar in accordance with the provisions of this Section
2.05, be exchanged for a new Note or Notes, of like tenor and aggregate
principal amount, which shall not bear the restrictive legend required by this
Section 2.05(c). If the Restricted Security surrendered for exchange is
represented by a Global Note bearing the legend set forth in this Section
2.05(c), the principal amount of the legended Global Note shall be reduced by
the appropriate principal amount and the principal amount of a Global Note
without the legend set forth in this Section 2.05(c) shall be increased by an
equal principal amount. If a

                                       16
<PAGE>

Global Note without the legend set forth in this Section 2.05(c) is not then
outstanding, the Company shall execute and the Trustee shall authenticate and
deliver an unlegended Global Note to the Depositary.

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

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF
ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS ISSUED) AND
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED
HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE
SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, OR (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE COMPANY SO REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A
CERTIFICATION OF THE TRANSFEROR THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN
(A) ABOVE."

                                       17
<PAGE>

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

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

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

         Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any
Note shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case,
the applicant for a substituted Note shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof.

         Following receipt by the Trustee or such authenticating agent, as the
case may be, of satisfactory security or indemnity and evidence, as described in
the preceding paragraph, the Trustee or such authenticating agent may
authenticate any such substituted Note and make available for delivery such
Note. Upon the issuance of any substituted Note, the Company may require the
payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Note which has matured or is about to
mature or has been called for redemption or has been surrendered for purchase on
a Purchase Date (and not withdrawn) or is to be converted into Common Shares
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Note, pay or authorize the payment of or convert or

                                       18
<PAGE>

authorize the conversion of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion shall furnish to the Company, to the Trustee and, if applicable,
to such authenticating agent such security or indemnity as may be required by
them to save each of them harmless from any loss, liability, cost or expense
caused by or in connection with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, the
Trustee and, if applicable, any Paying Agent or Conversion Agent evidence to
their satisfaction of the destruction, loss or theft of such Note and of the
ownership thereof.

         Every substitute Note issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion or redemption
or purchase of mutilated, destroyed, lost or stolen Notes and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion or redemption or purchase of negotiable instruments or other
securities without their surrender.

         Section 2.07. Temporary Notes. Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or any authenticating
agent appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form, but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Notes in certificated form. Without unreasonable delay, the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form and thereupon any or all temporary Notes may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 4.02 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Notes an equal
aggregate principal amount of Notes in certificated form. Such exchange shall be
made by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits and subject to the same limitations under this Indenture as Notes in
certificated form authenticated and delivered hereunder.

         Section 2.08. Cancellation of Notes. All Notes surrendered for the
purpose of payment, redemption, purchase, conversion, exchange or registration
of transfer shall, if surrendered to the Company or any Paying Agent or any Note
Registrar or any Conversion Agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by
it, and no Notes shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee shall dispose of such
canceled Notes in accordance with its customary procedures. If the Company shall
acquire any of the Notes, such

                                       19
<PAGE>

acquisition shall not operate as a redemption, purchase or satisfaction of the
indebtedness represented by such Notes unless and until the same are delivered
to the Trustee for cancellation.

         Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
CUSIP numbers in notices of redemption as a convenience to Noteholders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, 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.

         Section 2.10. Ranking. The indebtedness of the Company arising under or
in connection with this Indenture and every outstanding Note issued under this
Indenture from time to time constitutes and will constitute a senior unsecured
general obligation of the Company, ranking equally with other existing and
future senior unsecured Indebtedness of the Company and ranking senior in right
of payment to any future Indebtedness of the Company that is expressly made
subordinate to the Notes by the terms of such Indebtedness. For purposes of this
Section 2.10 only, "INDEBTEDNESS" means, without duplication, the principal or
face amount of (i) all obligations for borrowed money, (ii) all obligations
evidenced by Notes, notes or other similar instruments, (iii) all obligations in
respect of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, (v) all obligations as lessee
which are capitalized in accordance with generally accepted accounting
principles, and (vi) all indebtedness of others guaranteed by the Company or any
of its Subsidiaries or for which the Company or any of its Subsidiaries is
legally responsible or liable (whether by agreement to purchase indebtedness of,
or to supply funds or to invest in, others).

                                   ARTICLE 3
                        REDEMPTION AND PURCHASE OF NOTES

         Section 3.01. Company's Right to Redeem. Prior to August 21, 2010, the
Notes will not be redeemable at the Company's option. At any time on or after
August 21, 2010 and prior to Stated Maturity, the Company, at its option, may
redeem the Notes in accordance with the provisions of Section 3.02, Section 3.03
and Section 3.04 on the applicable Redemption Date for cash, in whole or in
part, at a redemption price (the "REDEMPTION PRICE") equal to 100% of the
principal amount of the Notes to be redeemed together in each case with accrued
and unpaid Interest on the Notes redeemed to (but excluding) such Redemption
Date.

         Section 3.02. Notice of Optional Redemption; Selection of Notes.

         (a)      In case the Company shall desire to exercise the right to
redeem all or, as the case may be, any part of the Notes pursuant to Section
3.01, it shall fix a date (which shall be a Business Day) for redemption (the
"REDEMPTION DATE") and it or, at its written request received by the Trustee not
fewer than forty-five (45) days prior (or such shorter period of time as may be
acceptable to the Trustee) to the Redemption Date, the Trustee in the name of
and at the expense of the Company, shall mail or cause to be mailed a notice of
such redemption (a "REDEMPTION

                                       20
<PAGE>

NOTICE") not fewer than thirty (30) nor more than sixty (60) days prior to the
Redemption Date to each holder of Notes so to be redeemed as a whole or in part
at its last address as the same appears on the Note Register; provided that if
the Company shall give such Redemption Notice, it shall also give written notice
of the Redemption Date to the Trustee. Such mailing shall be by first class
mail. The Redemption Notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder
receives such Redemption Notice. In any case, failure to give such Redemption
Notice by mail or any defect in the Redemption Notice to the holder of any Note
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any Note. Concurrently with the mailing of
any such Redemption Notice, the Company shall issue a press release announcing
such redemption, the form and content of which press release shall be determined
by the Company in its sole discretion. The failure to issue any such press
release or any defect therein shall not affect the validity of the Redemption
Notice or any of the proceedings for the redemption of any Note called for
redemption.

         (b)      Each such Redemption Notice shall specify the aggregate
principal amount of Notes to be redeemed, the CUSIP number or numbers of the
Notes being redeemed, the Redemption Date, the Redemption Price at which Notes
are to be redeemed, the place or places of payment, that payment will be made
upon presentation and surrender of such Notes, that Interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after
said date Interest thereon or on the portion thereof to be redeemed will cease
to accrue. Such notice shall also state the current Conversion Rate and the date
on which the right to convert such Notes or portions thereof into Common Shares
will expire (which date shall not be later than the close of business on the
second Business Day prior to the Redemption Date). If fewer than all the Notes
are to be redeemed, the Redemption Notice shall identify the Notes to be
redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed
in part only, the Redemption Notice shall state the portion of the principal
amount thereof to be redeemed and shall state that, on and after the Redemption
Date, upon surrender of such Note, a new Note or Notes in principal amount equal
to the unredeemed portion thereof will be issued.

         (c)      On or prior to the Redemption Date specified in the Redemption
Notice given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its
own Paying Agent, set aside, segregate and hold in trust as provided in Section
4.04 an amount of money in immediately available funds sufficient to redeem on
the Redemption Date all the Notes (or portions thereof) so called for redemption
(other than those theretofore surrendered for conversion into Common Shares) at
the appropriate Redemption Price; provided that if such payment is made on the
Redemption Date it must be received by the Trustee or Paying Agent, as the case
may be, by 10:00 a.m., New York City time, on such date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with the
Trustee or any Paying Agent pursuant to this Section 3.02(c) in excess of
amounts required hereunder to pay the Redemption Price and accrued interest to,
but excluding, the Redemption Date. Subject to the last sentence of Section
7.05, if any Note called for redemption is converted pursuant hereto prior to
such Redemption Date, any money deposited with the Trustee or any Paying Agent
or so segregated and held in trust for the redemption of such Note shall be paid
to the Company upon its written request, or, if then held by the Company, shall
be discharged from such trust. Whenever any Notes are to be redeemed, the
Company will give the Trustee written notice in the form of an Officers'
Certificate not fewer

                                       21
<PAGE>

than forty-five (45) days (or such shorter period of time as may be acceptable
to the Trustee) prior to the Redemption Date as to the aggregate principal
amount of Notes to be redeemed.

         (d)      If less than all of the outstanding Notes are to be redeemed,
the Trustee shall select the Notes or portions thereof of the Global Note or the
Notes in certificated form to be redeemed (in principal amounts of $1,000 or
multiples thereof) by lot, on a pro rata basis or by another method the Trustee
deems fair and appropriate. If any Note selected for partial redemption is
submitted for conversion in part after such selection, the portion of such Note
submitted for conversion shall be deemed (so far as may be possible) to be from
the portion selected for redemption. The Notes (or portions thereof) so selected
shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the Redemption Notice.

         In the event of any redemption of fewer than all of the outstanding
Notes, the Registrar need not register the transfer of or exchange any Notes
selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or issue, register the transfer of
or exchange any Notes during a period of 15 days before the mailing of the
redemption notice. In addition, the Registrar need not register the transfer of
or exchange any Notes in respect of which a Purchase Notice has been given and
not withdrawn (except, in the case of a Note to be purchased in part, the
portion of the Note not to be purchased).

         Section 3.03. Payment of Notes Called for Redemption by the Company. If
notice of redemption has been given as provided in Section 3.02, the Notes or
portion of Notes with respect to which such notice has been given shall, unless
converted into Common Shares pursuant to the terms hereof, become due and
payable on the Redemption Date and at the place or places stated in such notice
at the applicable Redemption Price, and on and after the Redemption Date (unless
the Company shall default in the payment of such Notes at the Redemption Price),
Interest on the Notes or portion of Notes so called for redemption shall cease
to accrue and, after the close of business on the second Business Day
immediately preceding the Redemption Date (unless the Company shall default in
the payment of such Notes at the Redemption Price) such Notes shall cease to be
convertible into Common Shares and, except as provided in Section 7.05, to be
entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Notes except the right to receive
the Redemption Price thereof. On presentation and surrender of such Notes at a
place of payment specified in said notice, such Notes or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price; provided that if the applicable Redemption Date is an Interest Payment
Date, the Interest payable on such Interest Payment Date shall be paid on such
Interest Payment Date to the holders of record of such Notes on the Regular
Record Date instead of the holders surrendering such Notes for redemption on
such Redemption Date.

         Upon presentation of any Note redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Note or Notes, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Notes so presented.

         Notwithstanding the foregoing, the Trustee shall not redeem any Notes
or mail any Redemption Notice during the continuance of a default in payment of
Interest on the Notes. If

                                       22
<PAGE>

any Note called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, continue to
bear interest at the rate borne by the Note, and such Note shall remain
convertible into Common Shares until the principal and Interest shall have been
paid or duly provided for.

         Section 3.04. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes by an agreement with one or more investment
banks or other purchasers to purchase such Notes by paying to the Trustee in
trust for the Noteholders, on or before the Redemption Date, an amount not less
than the applicable Redemption Price of such Notes. Notwithstanding anything to
the contrary contained in this Article 3, the obligation of the Company to pay
the Redemption Price of such Notes shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, a copy of which will be filed with the Trustee prior
to the Redemption Date, any Notes not duly surrendered for conversion by the
holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article 14) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date (and the right to convert any such Notes shall
be extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it in the same manner as it would monies deposited
with it by the Company for the redemption of Notes. Without the Trustee's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Notes shall increase or otherwise affect any of
the powers, duties, responsibilities, obligations, liabilities or immunities of
the Trustee as set forth in this Indenture.

         Section 3.05. Purchase of Notes by the Company at Option of Holders
upon a Fundamental Change.

         (a)      If a Fundamental Change shall occur at any time prior to
August 15, 2008, each holder shall have the right, at such holder's option, to
require the Company to purchase all of such holder's Notes, or any portion
thereof that is equal to $1,000 principal amount or an integral multiple of
$1,000 principal amount, on the date specified in the Fundamental Change
Purchase Notice, which date shall be no more than 20 Business Days after the
date of the Fundamental Change Purchase Notice (subject to extension to comply
with applicable law) (the "FUNDAMENTAL CHANGE PURCHASE DATE"). The Company shall
purchase such Notes in accordance with Section 3.07 at a price (the "FUNDAMENTAL
CHANGE PURCHASE PRICE") equal to 100% of the principal amount thereof plus any
accrued and unpaid Interest to but excluding the Fundamental Change Purchase
Date; provided that if such Fundamental Change Purchase Date falls on an
Interest Payment Date, then the Interest payable on such Interest Payment Date
shall be paid to the holders of record of the Notes on the Regular Record Date
instead of the holders surrendering the Notes for purchase on such Fundamental
Change Purchase Date.

         (b)      On or before the twentieth (20th) Business Day after the
occurrence of a Fundamental Change, the Company, or at its written request
accompanied by a notice (the "FUNDAMENTAL CHANGE PURCHASE NOTICE") of the
occurrence of such Fundamental Change and of the purchase right at the option of
the holders arising as a result thereof to be delivered by the

                                       23
<PAGE>

Trustee, the Trustee, in the name of and at the expense of the Company (which
request and Fundamental Change Purchase Notice must be received by the Trustee
at least five (5) Business Days prior to the date the Trustee is requested to
give notice as described below, unless the Trustee shall agree to a shorter
period), shall mail or cause to be mailed, by first class mail, on such date
such Fundamental Change Purchase Notice to each holder of Notes at its last
address as the same appears on the Note Register; provided that if the Company
shall give such Fundamental Change Purchase Notice, it shall also give written
notice of the Fundamental Change to the Trustee at such time as it is mailed to
Noteholders. Such Fundamental Change Purchase Notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such Fundamental Change Purchase Notice. Each
Fundamental Change Purchase Notice shall state:

                  (i)      the Fundamental Change Purchase Price, excluding
         accrued and unpaid Interest, the applicable Conversion Rate at the time
         of such notice (and any applicable adjustments to the Conversion Rate)
         and, to the extent known at the time of such Fundamental Change
         Purchase Notice, the amount of Interest that will be payable with
         respect to the Notes on the Fundamental Change Purchase Date;

                  (ii)     whether the Company elects to pay the Fundamental
         Change Purchase Price in cash, in Common Shares or a combination
         thereof, specifying the percentage or amounts of each;

                  (iii)    if the Company elects to pay any portion of the
         Fundamental Change Purchase Price in Common Shares, the method of
         calculating the Market Price of the Common Shares;

                  (iv)     the events causing the Fundamental Change and the
         date of the Fundamental Change;

                  (v)      the Fundamental Change Purchase Date;

                  (vi)     the last date on which a holder may exercise the
         purchase right;

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

                  (viii)   that Notes as to which a Fundamental Change Purchase
         Notice has been given by the holder may be converted only if the
         election has been withdrawn by the holder in accordance with the terms
         of this Indenture; provided that the Notes are otherwise convertible in
         accordance with Section 14.01;

                  (ix)     that the holder shall have the right to withdraw any
         Notes surrendered prior to the close of business on the Business Day
         immediately preceding the Fundamental Change Purchase Date (or any such
         later time as may be required by applicable law);

                  (x)      a description of the procedures which a Noteholder
         must follow to exercise such purchase right or to withdraw any
         surrendered Notes;

                                       24
<PAGE>

                  (xi)     the CUSIP number or numbers of the Notes (if then
         generally in use); and

                  (xii)    briefly, the conversion rights of the Notes and
         whether, at the time of such notice, the Notes are eligible for
         conversion.

         No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' purchase rights or affect the validity of
the proceedings for the purchase of the Notes pursuant to this Section 3.05.
Simultaneously with providing such notice, the Company will publish a notice
containing this information in a newspaper of general circulation in The City of
New York or the Company will issue a press release and publish the information
on the Company's website or through such other public medium as the Company may
use at that time.

         (c)      Notes shall be purchased pursuant to this Section 3.05 at the
option of the holder upon:

                  (i)      delivery to the Trustee (or other Paying Agent
         appointed by the Company) by a holder of a duly completed written
         purchase notice (a "FUNDAMENTAL CHANGE PURCHASE ELECTION") in the form
         set forth on the reverse of the Note at any time from the time of
         receipt of a Fundamental Change Purchase Notice until the close of
         business on or before the Fundamental Change Purchase Date stating:

                           (A)      if certificated, the certificate numbers of
                  the Notes which the holder shall deliver to be purchased;

                           (B)      the portion of the principal amount of the
                  Notes that the holder shall deliver to be purchased, which
                  portion must be $1,000 or an integral multiple thereof,

                           (C)      that such Notes shall be purchased as of the
                  Fundamental Change Purchase Date pursuant to the terms and
                  conditions specified in the Notes and in the Indenture; and

                           (D)      in the event the Company elects to pay the
                  Fundamental Change Purchase Price, in whole or in part, in
                  Common Shares but such portion of the Fundamental Change
                  Purchase Price shall ultimately be paid to such holder
                  entirely in cash because any of the conditions to payment of
                  the Fundamental Change Purchase Price in Common Shares is not
                  satisfied prior to the close of business on the Business Day
                  prior to the relevant Fundamental Change Purchase Date,
                  whether such holder elects (i) to withdraw such Fundamental
                  Change Purchase Election as to some or all of the Notes to
                  which such election relates (stating the principal amount and
                  certificate numbers, if any, of the Notes as to which such
                  withdrawal shall relate), or (ii) to receive cash in respect
                  of the entire Fundamental Change Purchase Price for all Notes
                  (or portions thereof) to which such election relates; and

                  (ii)     delivery or book-entry transfer of the Notes to the
         Trustee (or other Paying Agent appointed by the Company) simultaneously
         with or at any time after delivery of the Fundamental Change Purchase
         Election but no later than the close of business on or

                                       25
<PAGE>

         before the Fundamental Change Purchase Date (together with all
         necessary endorsements) at the Corporate Trust Office of the Trustee
         (or other Paying Agent appointed by the Company) in the Borough of
         Manhattan, such delivery or transfer being a condition to receipt by
         the holder of the Fundamental Change Purchase Price therefor; provided
         that such Fundamental Change Purchase Price shall be so paid pursuant
         to this Section 3.05 only if the Notes so delivered or transferred to
         the Trustee (or other Paying Agent appointed by the Company) shall
         conform in all respects to the description thereof in the related
         Fundamental Change Purchase Election. All questions as to the validity,
         eligibility (including time of receipt) and acceptance of any Note for
         purchase shall be determined by the Company, whose determination shall
         be final and binding absent manifest error.

         If a holder fails to indicate such holder's choice with respect to the
election set forth in Section 3.05(c)(i)(D), such holder shall be deemed to have
elected to receive cash in respect of the entire Fundamental Change Purchase
Price for all Notes subject to such Fundamental Change Purchase Election in the
circumstances set forth in Section 3.05(c)(i)(D).

         Section 3.06. Purchase of Notes by the Company at Option of Holders on
Specified Dates.

         (a)      On each of August 15, 2008, August 15, 2010, August 15, 2013
and August 15, 2018 (each, a "COMPANY PURCHASE DATE"), each holder shall have
the right, at such holder's option, to require the Company to purchase all of
such holder's Notes, or any portion thereof that is equal to $1,000 principal
amount or an integral multiple of $1,000 principal amount. The Company shall
purchase such Notes in accordance with Section 3.07 at a price (the "COMPANY
PURCHASE PRICE") equal to 100% of the principal amount thereof plus any accrued
and unpaid Interest to but excluding the Company Purchase Date; provided that if
such Company Purchase Date falls on an Interest Payment Date, then the Interest
payable on such Interest Payment Date shall be paid to the holders of record of
the Notes on the Regular Record Date instead of the holders surrendering the
Notes for purchase on such Company Purchase Date.

         (b)      On or before the twentieth (20th) day prior to each Company
Purchase Date, the Company, or at its written request accompanied by a notice
(the "COMPANY PURCHASE NOTICE") to be delivered by the Trustee, the Trustee, in
the name of and at the expense of the Company (which request and Company
Purchase Notice must be received by the Trustee at least five (5) Business Days
prior to the date the Trustee is requested to give notice as described below,
unless the Trustee shall agree to a shorter period), shall mail or cause to be
mailed, by first class mail, on such date such Company Purchase Notice to each
holder of Notes at its last address as the same appears on the Note Register;
provided that if the Company shall give such Company Purchase Notice, it shall
also give written notice to the Trustee at such time as it is mailed to
Noteholders. Such Company Purchase Notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such Company Purchase Notice. Each Company Purchase Notice
shall state:

                  (i)      the Company Purchase Price, excluding accrued and
         unpaid Interest, the applicable Conversion Rate at the time of such
         notice (and any applicable adjustments to the Conversion Rate) and, to
         the extent known at the time of such Company Purchase

                                       26
<PAGE>

         Notice, the amount of Interest that will be payable with respect to the
         Notes on the Company Purchase Date;

                  (ii)     whether the Company elects to pay the Company
         Purchase Price in cash, in Common Shares or a combination thereof,
         specifying the percentage or amounts of each;

                  (iii)    if the Company elects to pay any portion of the
         Company Purchase Price in Common Shares, the method of calculating the
         Market Price of the Common Shares;

                  (iv)     the Company Purchase Date;

                  (v)      the last date on which a holder may exercise the
         purchase right;

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

                  (vii)    that Notes as to which a Company Purchase Notice has
         been given by the holder may be converted only if the election has been
         withdrawn by the holder in accordance with the terms of this Indenture;
         provided that the Notes are otherwise convertible in accordance with
         Section 14.01;

                  (viii)   that the holder shall have the right to withdraw any
         Notes surrendered prior to the close of business on the Business Day
         immediately preceding the Company Purchase Date (or any such later time
         as may be required by applicable law);

                  (ix)     a description of the procedures which a Noteholder
         must follow to exercise such purchase right or to withdraw any
         surrendered Notes;

                  (x)      the CUSIP number or numbers of the Notes (if then
         generally in use); and

                  (xi)     briefly, the conversion rights of the Notes and
         whether, at the time of such notice, the Notes are eligible for
         conversion.

         No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' purchase rights or affect the validity of
the proceedings for the purchase of the Notes pursuant to this Section 3.06.
Simultaneously with providing such notice, the Company will publish a notice
containing this information in a newspaper of general circulation in The City of
New York or the Company will issue a press release and publish the information
on the Company's website or through such other public medium as the Company may
use at that time.

         (c)      Notes shall be purchased pursuant to this Section 3.06 at the
option of the holder upon:

                  (i)      delivery to the Trustee (or other Paying Agent
         appointed by the Company) by a holder of a duly completed written
         purchase notice (a "COMPANY PURCHASE ELECTION") in the form set forth
         on the reverse of the Note at any time from the opening of business on
         the 20th Business Day preceding the Company Purchase Date until the

                                       27
<PAGE>

         close of business on the Business Day immediately preceding the Company
         Purchase Date stating:

                           (A)      if certificated, the certificate numbers of
                  the Notes which the holder shall deliver to be purchased;

                           (B)      the portion of the principal amount of the
                  Notes that the holder shall deliver to be purchased, which
                  portion must be $1,000 or an integral multiple thereof,

                           (C)      that such Notes shall be purchased as of the
                  Company Purchase Date pursuant to the terms and conditions
                  specified in the Notes and in the Indenture; and

                           (D)      in the event the Company elects to pay the
                  Company Purchase Price, in whole or in part, in Common Shares
                  but such portion of the Company Purchase Price shall
                  ultimately be paid to such holder entirely in cash because any
                  of the conditions to payment of the Company Purchase Price in
                  Common Shares is not satisfied prior to the close of business
                  on the Business Day prior to the relevant Company Purchase
                  Date, whether such holder elects (i) to withdraw the Company
                  Purchase Election as to some or all of the Notes to which such
                  election relates (stating the principal amount and certificate
                  numbers, if any, of the Notes as to which such withdrawal
                  shall relate), or (ii) to receive cash in respect of the
                  entire Company Purchase Price for all Notes (or portions
                  thereof) to which such election relates; and

                  (ii)     delivery or book-entry transfer of the Notes to the
         Trustee (or other Paying Agent appointed by the Company) simultaneously
         with or at any time after delivery of the Company Purchase Election but
         not later than the close of business on or before the Company Purchase
         Date (together with all necessary endorsements) at the Corporate Trust
         Office of the Trustee (or other Paying Agent appointed by the Company)
         in the Borough of Manhattan, such delivery or transfer being a
         condition to receipt by the holder of the Company Purchase Price
         therefor; provided that such Company Purchase Price shall be so paid
         pursuant to this Section 3.06 only if the Notes so delivered or
         transferred to the Trustee (or other Paying Agent appointed by the
         Company) shall conform in all respects to the description thereof in
         the related Company Purchase Election. All questions as to the
         validity, eligibility (including time of receipt) and acceptance of any
         Note for purchase shall be determined by the Company, whose
         determination shall be final and binding absent manifest error.

         If a holder fails to indicate such holder's choice with respect to the
election set forth in Section 3.06(c)(i)(D), such holder shall be deemed to have
elected to receive cash in respect of the entire Company Purchase Price for all
Notes subject to such Company Purchase Election in the circumstances set forth
in Section 3.06(c)(i)(D).

                                       28
<PAGE>

         Section 3.07. Company's Right to Elect Manner of Payment of Purchase
Price.

         (a)      The Notes to be purchased by the Company on any Purchase Date
pursuant to Section 3.05 or Section 3.06 may be paid for, in whole or in part,
at the election of the Company, in U.S. legal tender ("CASH") or Common Shares
valued at 98.5% of the Market Price, or in any combination of cash and Common
Shares (valued in such manner), subject to the conditions set forth in Section
3.07(e). The Company shall designate in its Purchase Notice whether the Company
will purchase the Notes for cash or Common Shares, or, if a combination thereof,
the percentage of the Purchase Price that it will pay in cash and the percentage
that it will pay in Common Shares; provided that the Company will pay cash for
accrued and unpaid Interest and for fractional interests in Common Shares in an
amount based upon the Market Price of such fractional shares. For purposes of
determining the amount of any fractional interests, all Notes subject to
purchase held by a holder shall be considered together (no matter how many
separate certificates are to be presented).

         (b)      Each holder whose Notes are purchased pursuant to Section 3.05
or Section 3.06 shall receive the same percentage of cash or Common Shares in
payment of the Purchase Price for such Notes as any other holder whose Notes are
purchased, except (i) as provided in Section 3.07(a) with regard to the payment
of cash in lieu of fractional Common Shares and (ii) in the event that the
Company is unable to purchase the Notes of a holder or holders for Common Shares
because any necessary qualifications or registrations of the Common Shares under
applicable state securities laws cannot be obtained, or because the conditions
to purchasing the Notes for Common Shares set forth in Section 3.07(e) have not
been satisfied, the Company may purchase the Notes of such holder or holders for
cash. The Company shall have the right to change its election with respect to
the consideration (or components or percentages of components thereof) to be
paid at any time prior to the third Business Day immediately preceding the
Purchase Date (except pursuant to Section 3.07(e) in the event of a failure to
satisfy, prior to the close of business on the Business Day immediately
preceding the Purchase Date, any condition to the payment of the Purchase Price
in whole or in part in Common Shares).

         (c)      At least five Business Days before the date of any Purchase
Notice, the Company shall deliver an Officers' Certificate to the Trustee
specifying:

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

                  (ii)     the information required to be included in the
         Purchase Notice;

                  (iii)    if the Company elects to pay the Purchase Price, or a
         specified percentage thereof, in Common Shares, that the conditions to
         such manner of payment set forth in Section 3.07(e) have been or will
         be complied with; and

                  (iv)     whether the Company desires the Trustee to give the
         Purchase Notice required to holders on its behalf.

         (d)      If the Company elects to pay the Purchase Price, or any
percentage thereof, with respect to a Purchase Date in Common Shares, the number
of Common Shares to be delivered with respect to each Note shall be equal to the
quotient obtained by dividing (i) the dollar amount of the Purchase Price with
respect to such Note (not including any accrued and unpaid Interest)

                                       29
<PAGE>

to be paid in Common Shares by (ii) 98.5% of the Market Price with respect to
such Purchase Date, provided that no fractional shares will be delivered.

         (e)      The Company's right to elect to pay some or all of the
Purchase Price with respect to a Purchase Date by delivering Common Shares shall
be conditioned upon:

                  (i)      the Company giving timely notice of its election and,
         if such notice is given on or after the third Business Day immediately
         preceding the Purchase Date, the Company not having previously given
         notice of an election to pay the Purchase Price with respect to such
         Purchase Date entirely in cash;

                  (ii)     the approval for listing of such Common Shares on a
         national securities exchange or the approval for quotation of such
         Common Shares in an inter-dealer quotation system of any registered
         United States national securities association;

                  (iii)    information necessary to calculate the Market Price
         being published in a daily newspaper of national circulation or being
         otherwise readily publicly available;

                  (iv)     the registration of such Common Shares under the
         Securities Act and the Exchange Act, in each case if required;

                  (v)      the receipt of any necessary qualification or the
         registration under applicable state securities laws or the availability
         of an exemption from such qualification and registration; and

                  (vi)     the receipt by the Trustee of an Officers'
         Certificate and an Opinion of Counsel each stating that (A) the terms
         of the issuance of the Common Shares are in conformity with this
         Indenture and (B) the Common Shares to be issued by the Company in
         payment of the Purchase Price in respect of Notes have been duly
         authorized and, when issued and delivered pursuant to the terms of this
         Indenture in payment of the Purchase Price, will be validly issued,
         fully paid and non-assessable and free from preemptive rights under the
         Company's Declaration of Trust and By-laws and applicable Maryland law,
         and, in the case of such Officers' Certificate, stating that each of
         the conditions in clauses (i) through (v) above and the condition set
         forth in the next succeeding sentence have been satisfied and, in the
         case of such Opinion of Counsel, stating that the condition in clause
         (iv) above has been satisfied. Such Officers' Certificate shall also
         set forth the number of Common Shares to be issued for each $1,000
         principal amount of Notes and the Last Reported Sale Price on each
         Trading Day during the period during which the Market Price with
         respect to such Purchase Date is to be calculated.

         If the foregoing conditions are not satisfied with respect to a holder
or holders prior to the close of business on the Business Day immediately
preceding the Purchase Date, the Company shall pay the entire Purchase Price of
the Notes of such holder or holders in cash.

         Upon determination of the actual number of Common Shares to be issued
upon purchase of Notes, the Company shall be required to disseminate a press
release containing this

                                       30
<PAGE>

information or publish the information on the Company's Web site or through such
other public medium as the Company may use at that time.

         (f)      All Common Shares delivered upon purchase of the Notes shall
be newly issued shares or treasury shares, shall be duly authorized, validly
issued, fully paid and non-assessable, and shall be free from preemptive rights
and free of any lien or adverse claim.

         (g)      If a holder is paid some or all of the Purchase Price with
respect to such holder's Notes in Common Shares, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on such issue of Common
Shares; provided that the holder shall pay any such tax which is due because the
holder requests the Common Shares to be issued in a name other than that of the
holder. The Paying Agent may refuse to deliver the certificates representing the
Common Shares being issued in a name other than the holder's name until the
Paying Agent receives a sum sufficient to pay any tax which will be due because
the Common Shares are to be issued in a name other than the holder's name.
Nothing herein shall preclude any income tax withholding required by law or
regulations.

         Notwithstanding anything to the contrary in this Indenture, the Company
may, by execution and delivery to the Trustee of a supplemental indenture,
without the consent of any holders, extinguish the Company's right to pay any
part of the Purchase Price with Common Shares with respect to any purchase of
Notes by the Company at the option of the holders occurring on a date after the
date of such supplemental indenture, pursuant to Section 10.01.

         Section 3.08. Conditions and Procedures for Purchase at Option of
Holders.

         (a)      The Company shall purchase from the holder thereof, pursuant
to Section 3.05 or Section 3.06, a portion of a Note, if the principal amount of
such portion is $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Note also apply to the purchase
of such portion of such Note. Upon presentation of any Note purchased in part
only, the Company shall execute and the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the Company, a
new Note or Notes, in any authorized denomination, in aggregate principal amount
equal to the portion of the Notes presented but not purchased.

         (b)      On or prior to a Purchase Date, the Company will deposit with
the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 4.04) an amount of cash and/or Common Shares, as applicable, sufficient
to purchase on the Purchase Date all the Notes or portions thereof to be
purchased on such date at the Purchase Price; provided that if such deposit is
made on the Purchase Date it must be received by the Trustee or Paying Agent, as
the case may be, by 10:00 a.m., New York City time, on such date.

         If the Trustee or other Paying Agent appointed by the Company, or the
Company or an Affiliate of the Company, if it or such Affiliate is acting as the
Paying Agent, holds cash or Common Shares sufficient to pay the aggregate
Purchase Price of all the Notes or portions thereof that are to be purchased as
of the Purchase Date, on or after the Purchase Date (i) such Notes will cease to
be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all

                                       31
<PAGE>

other rights of the holders of such Notes will terminate, whether or not
book-entry transfer of the Notes has been made or the Notes have been delivered
to the Trustee or Paying Agent, other than the right to receive the Purchase
Price upon delivery or transfer of the Notes.

         (c)      Upon receipt by the Trustee (or other Paying Agent appointed
by the Company) of a Purchase Notice, the holder of the Note in respect of which
such Purchase Notice was given shall (unless such notice is validly withdrawn)
thereafter be entitled to receive solely the Purchase Price with respect to such
Note. Such Purchase Price shall be paid to such holder, subject to prior receipt
of funds and/or Notes by the Trustee as provided in Section 3.08(b) (or other
Paying Agent appointed by the Company), promptly (but in no event more than five
(5) Business Days) following the later of (x) the Purchase Date with respect to
such Note (provided the holder has satisfied the conditions in Section 3.05(c)
or Section 3.06(c), as applicable) and (y) the time of delivery of such Note to
the Trustee (or other Paying Agent appointed by the Company) by the holder
thereof in the manner required by Section 3.05(c) or Section 3.06(c), as
applicable. Notes in respect of which a Purchase Notice has been given by the
holder thereof may not be converted pursuant to Article 14 hereof on or after
the date of the delivery of such Purchase Notice unless such notice has first
been validly withdrawn.

         (d)      Notwithstanding anything herein to the contrary, any holder
delivering to the Corporate Trust Office of the Trustee (or other Paying Agent
appointed by the Company) a Purchase Notice shall have the right to withdraw
such election at any time prior to the close of business on the Business Day
preceding the Purchase Date (or any such later time as may be required by
applicable law) by delivery of a written notice of withdrawal to the Trustee (or
other Paying Agent appointed by the Company) specifying:

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

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

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

         The Trustee (or other Paying Agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Purchase Notice or
written notice of withdrawal thereof.

         (e)      The Company will comply with the provisions of Rule 13e-4 and
any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the purchase rights of the holders of Notes in the
event of a Fundamental Change or on any Company Purchase Date. If then required
by applicable law, the Company will file a Schedule TO or any other schedule
required in connection with such purchase.

         (f)      There shall be no purchase of any Notes pursuant to Section
3.05 or Section 3.06 if there has occurred at any time prior to, and is
continuing on, the Purchase Date an Event of

                                       32
<PAGE>

Default (other than an Event of Default that is cured by the payment of the
Purchase Price with respect to such Notes). The Paying Agent will promptly
return to the respective holders thereof any Notes (x) with respect to which a
Purchase Notice has been withdrawn in compliance with this Indenture, or (y)
held by it during the continuance of an Event of Default of which it has actual
knowledge or has received written notice thereof (other than a default in the
payment of the Purchase Price with respect to such Notes) in which case, upon
such return, the Purchase Election with respect thereto shall be deemed to have
been withdrawn.

         (g)      The Trustee (or other Paying Agent appointed by the Company)
shall, at the written direction of the Company, return to the Company any cash
that remains unclaimed as provided in Section 12.03, together with interest, if
any, thereon, held by them for the payment of the Purchase Price; provided that
to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.08(b) exceeds the aggregate Purchase Price of the Notes or
portions thereof which the Company is obligated to purchase as of the Purchase
Date then, unless otherwise agreed in writing with the Company, on the first
Business Day following the Purchase Date, the Trustee shall return, at the
written direction of the Company, any such excess to the Company together with
interest, if any, thereon.

         (h)      In the case of a reclassification, change, consolidation,
merger, combination, sale or conveyance which constitutes a Fundamental Change
or to which Section 14.06 applies, in which the Common Shares of the Company are
changed or exchanged as a result into the right to receive stock, securities or
other property or assets (including cash), which includes Common Shares of the
Company or shares of common stock of another Person that are, or upon issuance
will be, traded on a United States national securities exchange or approved for
trading on an established automated over-the-counter trading market in the
United States and such shares constitute at the time such change or exchange
becomes effective in excess of 50% of the aggregate fair market value of such
stock, securities or other property or assets (including cash) (as determined by
the Company, which determination shall be conclusive and binding), then the
Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such
supplemental indenture complies with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) modifying the provisions of
this Indenture relating to the right of holders of the Notes to cause the
Company to purchase the Notes following a Fundamental Change and the provisions
of this Indenture relating to the Company's option to deliver Common Shares in
payment of the Fundamental Change Purchase Price, including without limitation
the applicable provisions of this Article 3 (including Sections 3.05(b)(ii),
3.05(b)(iii), 3.05(c)(i)(D) and 3.07), Article 10 (including Section 10.01(b)),
the definitions of Common Shares and Fundamental Change and the Form of Note
(including the Form of Fundamental Change Purchase Election), as appropriate, as
determined in good faith by the Company (which determination shall be conclusive
and binding), to make such provisions apply to such other Person if different
from the Company and the common stock issued by such Person (in lieu of the
Company and the Common Shares of the Company).

                                       33
<PAGE>

                                   ARTICLE 4
                      PARTICULAR COVENANTS OF THE COMPANY

         Section 4.01. Payment of Principal and Interest. The Company covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of (including any Redemption Price or Purchase Price pursuant to
Article 3) and Interest on each of the Notes at the places, at the respective
times and in the manner provided herein and in the Notes.

         Section 4.02. Maintenance of Office or Agency. The Company will
maintain an office or agency in the Borough of Manhattan, The City of New York,
where the Notes may be surrendered for registration of transfer or exchange or
for presentation for payment or for conversion, redemption or purchase and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office.

         The Company may also from time to time designate co-registrars and one
or more offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company will give prompt written notice of any such designation or
rescission and of any change in the location of any such other office or agency.

         The Company hereby initially designates the Trustee as Paying Agent,
Note Registrar, Custodian and Conversion Agent, and each of the Corporate Trust
Office and the office of agency of the Trustee in the Borough of Manhattan shall
be considered as one such office or agency of the Company or the Trustee, as the
case may be, for each of the aforesaid purposes.

         So long as the Trustee is the Note Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 7.10(a) and the
third paragraph of Section 7.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Notes it can identify from its records.

         Section 4.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section 4.04. Provisions as to Paying Agent. (a) If the Company shall
appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint
such a Paying Agent, the Company will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section 4.04:

                  (1)      that it will hold all sums held by it as such agent
         for the payment of the principal of or Interest on the Notes (whether
         such sums have been paid to it by the Company or by any other obligor
         on the Notes) in trust for the benefit of the holders of the Notes;

                                       34
<PAGE>

                  (2)      that it will give the Trustee notice of any failure
         by the Company (or by any other obligor on the Notes) to make any
         payment of the principal of or Interest on the Notes when the same
         shall be due and payable; and

                  (3)      that at any time during the continuance of an Event
         of Default, upon request of the Trustee, it will forthwith pay to the
         Trustee all sums so held in trust.

         The Company shall, on or before each due date of the principal of or
Interest on the Notes, deposit with the Paying Agent a sum (in funds which are
immediately available on the due date for such payment) sufficient to pay such
principal or Interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of any failure to take such action; provided
that if such deposit is made on the due date, such deposit shall be received by
the Paying Agent by 10:00 a.m., New York City time, on such date.

         (b)      If the Company shall act as its own Paying Agent, it will, on
or before each due date of the principal of or Interest on the Notes, set aside,
segregate and hold in trust for the benefit of the holders of the Notes a sum
sufficient to pay such principal or Interest so becoming due and will promptly
notify the Trustee of any failure to take such action and of any failure by the
Company (or any other obligor under the Notes) to make any payment of the
principal of or Interest on the Notes when the same shall become due and
payable.

         (c)      Anything in this Section 4.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any Paying Agent hereunder
as required by this Section 4.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any Paying Agent
to the Trustee, the Company or such Paying Agent shall be released from all
further liability with respect to such sums.

         (d)      Anything in this Section 4.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.04 is subject
to Sections 12.02 and 12.03.

         The Trustee shall not be responsible for the actions of any other
Paying Agents (including the Company if acting as its own Paying Agent) and
shall have no control of any funds held by such other Paying Agents.

         Section 4.05. Existence. Subject to Article 11, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not materially adverse
to the Noteholders.

         Section 4.06. Rule 144A Information Requirement. Within the period
prior to the expiration of the holding period applicable to sales thereof under
Rule 144(k) under the Securities Act (or any successor provision), the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes or any Common Shares issued upon

                                       35
<PAGE>

conversion thereof which continue to be Restricted Securities in connection with
any sale thereof and any prospective purchaser of Notes or such Common Shares
designated by such holder or beneficial holder, the information required
pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any
holder or beneficial holder of the Notes or such Common Shares and it will take
such further action as any holder or beneficial holder of such Notes or such
Common Shares may reasonably request, all to the extent required from time to
time under the Securities Act to enable such holder or beneficial holder to sell
its Notes or Common Shares without registration under the Securities Act within
the limitation of the exemption provided by Rule 144A, as such Rule may be
amended from time to time.

         Section 4.07. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
Interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

         Section 4.08. Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company (which fiscal year of the Company is presently the twelve
calendar months ending December 31), a certificate signed by any two of the
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the President, the Chief Financial Officer, any Vice President (whether or not
designated by a number or numbers or words added before or after the title "Vice
President"), the Treasurer, the Secretary or any Assistant Secretary of the
Company, stating whether or not to the best 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 the status thereof
of which the signer may have knowledge.

         The Company will deliver to the Trustee, promptly upon becoming aware
of (i) any default in the performance or observance of any covenant, agreement
or condition contained in this Indenture, or (ii) any Event of Default, an
Officers' Certificate specifying with particularity such default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.

         Any notice required to be given under this Section 4.08 shall be
delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

         Section 4.09. Additional Amounts Notice. In the event that the Company
is required to pay Additional Amounts to holders of Notes pursuant to the
Registration Rights Agreement, the Company will provide written notice
("ADDITIONAL AMOUNTS NOTICE") to the Trustee of the Company's obligation to pay
Additional Amounts no later than fifteen (15) days prior to the

                                       36
<PAGE>

proposed payment date for the Additional Amounts, and the Additional Amounts
Notice shall set forth the amount of Additional Amounts to be paid by the
Company on such payment date. The Trustee shall not at any time be under any
duty or responsibility to any holder of Notes to determine the Additional
Amounts, or with respect to the nature, extent or calculation of the amount of
Additional Amounts when made, or with respect to the method employed in such
calculation of the Additional Amounts.

                                   ARTICLE 5
          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         Section 5.01. Noteholders' Lists. The Company covenants and agrees that
it will furnish or cause to be furnished to the Trustee, semiannually, not more
than fifteen (15) days after each February 1 and August 1 in each year beginning
with February 1, 2004, and at such other times as the Trustee may request in
writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable the Trustee to timely provide any notice to be provided by it hereunder),
a list in such form as the Trustee may reasonably require of the names and
addresses of the holders of Notes as of a date not more than fifteen (15) days
(or such other date as the Trustee may reasonably request in order to so provide
any such notices) prior to the time such information is furnished, except that
no such list need be furnished by the Company to the Trustee so long as the
Trustee is acting as the sole Note Registrar.

         Section 5.02. Preservation and Disclosure of Lists. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Notes contained in
the most recent list furnished to it as provided in Section 5.01 or maintained
by the Trustee in its capacity as Note Registrar or co-registrar in respect of
the Notes, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

         (a)      The rights of Noteholders to communicate with other holders of
Notes with respect to their rights under this Indenture or under the Notes, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (b)      Every Noteholder, by receiving and holding Notes, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of holders of Notes made pursuant to the
Trust Indenture Act.

         Section 5.03. Reports by Trustee. (a) Within sixty (60) days after
December 15 of each year commencing with the year 2003, the Trustee shall
transmit to holders of Notes such reports dated as of December 15 of the year in
which such reports are made concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. In the event that no events have
occurred under the applicable sections of the Trust Indenture Act, the Trustee
shall be under no duty or obligation to provide such reports.

                                       37
<PAGE>

         (b)      A copy of such report shall, at the time of such transmission
to holders of Notes, be filed by the Trustee with each stock exchange and
automated quotation system upon which the Notes are listed and with the Company.
The Company will promptly notify the Trustee in writing when the Notes are
listed on any stock exchange or automated quotation system or delisted
therefrom.

         Section 5.04. Reports by Company. The Company shall file with the
Trustee (and the Commission if at any time after this Indenture becomes
qualified under the Trust Indenture Act), and transmit to holders of Notes, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Notes are governed by such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within fifteen (15) days after the same is so
required to be filed with the Commission, unless the same shall be available
through the Commission's EDGAR system. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on an Officers' Certificate).

                                   ARTICLE 6
         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

         Section 6.01. Events of Default. In case one or more of the following
events (each, an "EVENT OF DEFAULT") (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:

         (a)      default in the payment of any installment of Interest upon any
of the Notes as and when the same shall become due and payable, and continuance
of such default for a period of thirty (30) days; or

         (b)      default in the payment of the principal of any of the Notes as
and when the same shall become due and payable either at maturity or in
connection with any redemption or purchase, in each case pursuant to Article 3,
by acceleration or otherwise; or

         (c)      default in the Company's obligation to convert the Notes into
Common Shares upon the exercise of a holder's rights pursuant to Article 14; or

         (d)      default in the Company's obligation to purchase the Notes at
the option of a holder upon a Fundamental Change pursuant to Section 3.05 or on
the dates so specified pursuant to Section 3.06; or

         (e)      default in the Company's obligation to redeem the Notes after
it has exercised its option to redeem; or

                                       38
<PAGE>

         (f)      failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company in the Notes
or in this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section 6.01 specifically dealt
with) which continues for a period of sixty (60) days after the date on which
written notice of such failure, requiring the Company to remedy the same, shall
have been given to the Company by the Trustee, or to the Company and a
Responsible Officer of the Trustee by the holders of at least twenty-five
percent (25%) in aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 8.04; or

         (g)      default or defaults by the Company or any of its Material
Subsidiaries of more than $7,500,000, individually or in the aggregate, of
indebtedness of the Company or any Material Subsidiary under the terms of the
applicable debt instrument (including indebtedness incurred pursuant to the
terms of the Credit Facility or any future indebtedness which repays or
refinances the Credit Facility, but excluding non-recourse indebtedness with
respect to single-property mortgages), which consists of a payment default at
the stated maturity thereof or results in acceleration of such indebtedness,
unless such payment default is discharged or such acceleration is cured or
rescinded within 20 days after written notice from the Trustee or holders of at
least 25% of the aggregate principal amount of the Notes as provided in this
Indenture; or

         (h)      final unsatisfied judgments not covered by insurance
aggregating in excess of $7,500,000 rendered against the Company or any of its
Material Subsidiaries and not stayed, bonded or discharged within 60 days; or

         (i)      the Company or any Material Subsidiary shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to the Company or such Material Subsidiary, as the case may
be, or its respective debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or such
Material Subsidiary, as the case may be, or any substantial part of the property
of the Company or such Material Subsidiary, as the case may be, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against the
Company or such Material Subsidiary, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due; or

         (j)      an involuntary case or other proceeding shall be commenced
against the Company or any Material Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company or such Material
Subsidiary, as the case may be, or its respective debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or such Material Subsidiary, as the case may be, or any
substantial part of the property of the Company or such Material Subsidiary, as
the case may be, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of sixty (60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 6.01(i) or 6.01(j)), unless the principal of all of the Notes shall
have already become due and payable, either the Trustee or the holders of not
less than twenty-five percent (25%) in aggregate principal

                                       39
<PAGE>

amount of the Notes then outstanding hereunder determined in accordance with
Section 8.04, by notice in writing to the Company (and to the Trustee if given
by Noteholders), may declare the principal of all the Notes and the Interest
accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Notes contained to the contrary notwithstanding. If an Event
of Default specified in Section 6.01(i) or 6.01(j) occurs, the principal of all
the Notes and the Interest accrued thereon shall be immediately and
automatically due and payable without necessity of further action. This
provision, however, is subject to the conditions that if, at any time after the
principal of the Notes shall have been so declared due and payable, and before
any judgment or decree for the payment of the monies due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
Interest upon all Notes and the principal of any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue installments
of Interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal at the rate borne by the Notes, to the
date of such payment or deposit) and amounts due to the Trustee pursuant to
Section 7.06, and if any and all defaults under this Indenture, other than (i) a
default in the payment of Interest on, or the principal of, the Notes, (ii) a
failure by the Company to convert any Notes into Common Shares in accordance
with the terms of the Notes and this Indenture, (iii) a default in the payment
of the Redemption Price pursuant to Section 3.03, (iv) a default in the payment
of the Fundamental Change Purchase Price pursuant to Section 3.05 or Company
Purchase Price pursuant to Section 3.06 or (v) a default in respect of a
covenant or provisions hereof which under Article 10 cannot be modified or
amended without the consent of the holders of each or all Notes then outstanding
or affected thereby, shall have been cured or waived pursuant to Section 6.07,
then and in every such case the holders of a majority in aggregate principal
amount of the Notes then outstanding, by written notice to the Company and to
the Trustee, may waive all defaults or Events of Default and rescind and annul
such declaration and its consequences; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or Event of
Default, or shall impair any right consequent thereon. The Company shall notify
in writing a Responsible Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default. In case of a waiver of a default, that default
shall cease to exist, any Event of Default arising from that default shall be
deemed to have been cured for all purposes, and the Company, the Trustee, and
the holders of the Notes will be restored to their former positions and rights
under the Indenture.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

         Section 6.02. Payments of Notes on Default; Suit Therefor. The Company
covenants that (a) in case default shall be made in the payment of any
installment of Interest upon any of the Notes as and when the same shall become
due and payable, and such default shall have continued for a period of thirty
(30) days, or (b) in case default shall be made in the payment of the principal
of any of the Notes as and when the same shall have become due and payable,

                                       40
<PAGE>

whether at maturity of the Notes or in connection with any redemption, purchase,
acceleration or otherwise, then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the holders of the Notes, the whole
amount that then shall have become due and payable on all such Notes for
principal or Interest, as the case may be, with interest upon the overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of Interest at the rate borne by
the Notes, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including reasonable compensation
to the Trustee, its agents and counsel, and all other amounts due the Trustee
under Section 7.06. Until such demand by the Trustee, the Company may pay the
principal of and Interest on the Notes to the registered holders, whether or not
the Notes are overdue.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on the Notes wherever situated the monies adjudged or decreed
to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and Interest owing and unpaid in respect of the Notes, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Noteholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Notes, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 7.06, and to take any other action
with respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, and any receiver, assignee
or trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees and expenses incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation,
expenses, advances and disbursements out of the estate in any such proceedings

                                       41
<PAGE>

shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, monies,
securities and other property which the holders of the Notes may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

         All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Notes.

         In any proceedings brought by the Trustee (and in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Notes, and it shall not be necessary to make any holders of the Notes
parties to any such proceedings.

         Section 6.03. Application of Monies Collected by Trustee. Any monies
collected by the Trustee pursuant to this Article 7 shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section
7.06;

         SECOND: In case the principal of the outstanding Notes shall not have
become due and be unpaid, to the payment of Interest on the Notes in default in
the order of the maturity of the installments of such Interest, with interest
(to the extent that such interest has been collected by the Trustee) upon the
overdue installments of Interest at the rate borne by the Notes, such payments
to be made ratably to the Noteholders entitled thereto;

         THIRD: In case the principal of the outstanding Notes shall have become
due, by declaration or otherwise, and be unpaid, to the payment of the whole
amount then owing and unpaid upon the Notes for principal and Interest, with
interest on the overdue principal and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of Interest at the rate
borne by the Notes, and in case such monies shall be insufficient to pay in full
the whole amounts so due and unpaid upon the Notes, then to the payment of such
principal and Interest without preference or priority of principal over
Interest, or of Interest over principal, or of any installment of Interest over
any other installment of Interest, or of any Note over any other Note, ratably
to the aggregate of such principal and accrued and unpaid Interest; and

         FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

         Section 6.04. Proceedings by Noteholder. No holder of any Note shall
have any right by virtue of or by reference to any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the

                                       42
<PAGE>

appointment of a receiver, trustee, liquidator, custodian or other similar
official, or for any other remedy hereunder, unless such holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Notes then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable security or indemnity
satisfactory to it as it may require against the costs, expenses and liabilities
to be incurred therein or thereby, and the Trustee for sixty (60) days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.07; it being understood and intended, and being expressly
covenanted by the taker and holder of every Note with every other taker and
holder and the Trustee, that no one or more holders of Notes shall have any
right in any manner whatever by virtue of or by reference to any provision of
this Indenture to affect, disturb or prejudice the rights of any other holder of
Notes, or to obtain or seek to obtain priority over or preference to any other
such holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Notes (except as otherwise provided herein). For the protection and enforcement
of this Section 6.04, each and every Noteholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provision of this Indenture and any provision
of any Note, the right of any holder of any Note to receive payment of the
principal of (including any Redemption Price or Purchase Price pursuant to
Article 3) and accrued Interest on such Note on or after the respective due
dates expressed in such Note, or to institute suit for the enforcement of any
such payment on or after such respective dates against the Company, shall not be
impaired or affected without the consent of such holder.

         Anything in this Indenture or the Notes to the contrary
notwithstanding, the holder of any Note, without the consent of either the
Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

         Section 6.05. Proceedings by Trustee. In case of an Event of Default,
the Trustee may, in its discretion, proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

         Section 6.06. Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 6 to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of

                                       43
<PAGE>

the Notes to exercise any right or power accruing upon any default or Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or any
acquiescence therein, and, subject to the provisions of Section 6.04, every
power and remedy given by this Article 6 or by law to the Trustee or to the
Noteholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Noteholders.

         Section 6.07. Direction of Proceedings and Waiver of Defaults by
Majority of Noteholders. The holders of a majority in aggregate principal amount
of the Notes at the time outstanding determined in accordance with Section 8.04
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action which is not inconsistent with such direction and (c) the
Trustee may decline to take any action that would benefit some Noteholders to
the detriment of other Noteholders. The holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 8.04 may, on behalf of the holders of all of the Notes, waive any
past default or Event of Default hereunder and its consequences except (i) a
default in the payment of Interest on, or the principal of, the Notes, (ii) a
failure by the Company to convert any Notes into Common Shares in accordance
with the terms of the Notes and this Indenture, (iii) a default in the payment
of the Redemption Price pursuant to Section 3.03, (iv) a default in the payment
of the Fundamental Change Purchase Price pursuant to Section 3.05 or Company
Purchase Price pursuant to Section 3.06 or (v) a default in respect of a
covenant or provisions hereof which under Article 10 cannot be modified or
amended without the consent of the holders of each or all Notes then outstanding
or affected thereby. Upon any such waiver, the Company, the Trustee and the
holders of the Notes shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this Section
6.07, said default or Event of Default shall for all purposes of the Notes and
this Indenture be deemed to have been cured and to be not continuing; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.

         Section 6.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Noteholders, as the names and addresses of such
holders appear upon the Note Register, notice of all defaults actually known to
such Responsible Officer or of which such Responsible Officer has received
actual notice, unless such defaults shall have been cured or waived before the
giving of such notice; provided that except in the case of default in the
payment of the principal of or Interest on any of the Notes, the Trustee shall
be protected in withholding such notice if and so long as a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Noteholders. For
the purpose of this Section 6.08, the term "DEFAULT" means any event which is,
or after notice or lapse of time or both would become, an Event of Default.

         Section 6.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Note by its acceptance thereof shall be deemed to
have agreed, that any court may,

                                       44
<PAGE>

in its discretion, require, 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, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section 6.09 (to the extent permitted by
law) shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Noteholder, or group of Noteholders, holding in the aggregate
more than ten percent in principal amount of the Notes at the time outstanding
determined in accordance with Section 8.04, or to any suit instituted by any
Noteholder for the enforcement of the payment of the principal of or Interest on
any Note on or after the due date expressed in such Note or to any suit for the
enforcement of the right to convert any Note in accordance with the provisions
of Article 14.

                                    ARTICLE 7
                                   THE TRUSTEE

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

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

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

                  (i)      the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Indenture and the
         Trust Indenture Act (to the extent that the Trust Indenture Act is
         specified to be applicable to the Trustee), and the Trustee shall not
         be liable except for the performance of such duties and obligations as
         are specifically set forth in this Indenture and no implied covenants
         or obligations shall be read into this Indenture and the Trust
         Indenture Act against the Trustee; and

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

                                       45
<PAGE>

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

         (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the written
direction of the holders of not less than a majority in principal amount of the
Notes at the time outstanding determined as provided in Section 8.04 relating to
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture;

         (d)      the Trustee shall not be liable in respect of any payment (as
to the correctness of amount, entitlement to receive or any other matters
relating to payment) or notice effected by the Company or any Paying Agent or
any records maintained by any co-registrar with respect to the Notes; and

         (e)      if any party fails to deliver a notice relating to an event
the fact of which, pursuant to this Indenture, requires notice to be sent to the
Trustee, the Trustee may conclusively rely on its failure to receive such notice
as reason to act as if no such event occurred.

         The Trustee shall not be deemed to have knowledge or notice of any
default (as defined in Section 6.08) or Event of Default hereunder unless a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office written notice of such default or Event of Default from the Company or
the holders of at least 10% in aggregate principal amount of the Notes and such
notice refers to such default or Event of Default, the Notes and this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity satisfactory to it against such
risk or liability is not reasonably assured to it.

         Whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section 7.01.

         Section 7.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 7.01:

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

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

                                       46
<PAGE>

the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Company;

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

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

         (e)      the Trustee shall not be bound to make any investigation into
the facts or matters (including mathematical calculations) stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, Note or other paper or document, but
the Trustee 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;

         (f)      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 by it with due care
hereunder;

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

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

         (i)      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. No Responsibility for Recitals, Etc. The recitals
contained herein and in the Notes (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any

                                       47
<PAGE>

Notes or the proceeds of any Notes authenticated and delivered by the Trustee in
conformity with the provisions of this Indenture.

         Section 7.04. Trustee, Paying Agents, Conversion Agents or Registrar
May Own Notes. The Trustee, any Paying Agent, any Conversion Agent or Note
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
Paying Agent, Conversion Agent or Note Registrar.

         Section 7.05. Monies to Be Held in Trust. Subject to the provisions of
Section 12.03, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

         Section 7.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation for all services rendered by it
hereunder in any capacity (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as mutually agreed
to from time to time in writing between the Company and the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances reasonably incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ, in each case, which relate to this
Indenture and the Notes) except any such expense, disbursement or advance as may
arise from its negligence, willful misconduct, recklessness or bad faith. The
Company also covenants to indemnify the Trustee and any predecessor Trustee (or
any officer, director or employee of the Trustee), in any capacity under this
Indenture and its agents and any authenticating agent for, and to hold them
harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence, willful misconduct, recklessness or bad faith on the part of
the Trustee or such officers, directors, employees, agents or authenticating
agent, as the case may be, and arising out of or in connection with the
acceptance or administration of this trust or in any other capacity hereunder,
including the costs and expenses of defending themselves against any claim
(whether asserted by the Company, any holder or any other Person) of liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 7.06 to compensate
or indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall be secured by a lien prior to that of the Notes
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the holders of particular Notes. The
obligation of the Company under this Section shall survive the satisfaction and
discharge or termination of this Indenture and the resignation or removal of the
Trustee.

         When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section
6.01(i) or Section 6.01(j) with respect to the Company occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

                                       48
<PAGE>

         Section 7.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

         Section 7.08. Conflicting Interests of Trustee. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

         Section 7.09. Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 7.10. Resignation or Removal of Trustee.

         (a)      The Trustee may at any time resign by giving written notice of
such resignation to the Company and to the holders of Notes. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Trustees,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment sixty (60) days after the mailing of
such notice of resignation to the Noteholders, the resigning Trustee may, upon
ten (10) Business Days' notice to the Company and the Noteholders, appoint a
successor identified in such notice or may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
trustee, or, if any Noteholder who has been a bona fide holder of a Note or
Notes for at least six (6) months may, subject to the provisions of Section
6.09, on behalf of itself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

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

                  (i)      the Trustee shall fail to comply with Section 7.08
         after written request therefor by the Company or by any Noteholder who
         has been a bona fide holder of a Note or Notes for at least six (6)
         months; or

                                       49
<PAGE>

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

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Trustees, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.09, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six (6) months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee; provided that
if no successor Trustee shall have been appointed and have accepted appointment
sixty (60) days after either the Company or the Noteholders have removed the
Trustee, or the Trustee resigns, the Trustee so removed may petition, at the
expense of the Company, any court of competent jurisdiction for an appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper to prescribe, remove the Trustee and appoint a successor
trustee.

         (c)      The holders of a majority in aggregate principal amount of the
Notes at the time outstanding may at any time remove the Trustee and nominate a
successor trustee which shall be deemed appointed as successor trustee unless,
within ten (10) days after notice to the Company of such nomination, the Company
objects thereto, in which case the Trustee so removed or such Noteholders, or if
such Trustee so removed or such Noteholders fail to act, the Company, upon the
terms and conditions and otherwise as in Section 7.10(a) provided, may petition
any court of competent jurisdiction for an appointment of a successor trustee.

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

         Section 7.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
7.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or

                                       50
<PAGE>

collected by such trustee as such, except for funds held in trust for the
benefit of holders of particular Notes, to secure any amounts then due it
pursuant to the provisions of Section 7.06.

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

         Upon acceptance of appointment by a successor trustee as provided in
this Section 7.11, the Company (or the former trustee, at the written direction
of the Company) shall mail or cause to be mailed notice of the succession of
such trustee hereunder to the holders of Notes at their addresses as they shall
appear on the Note Register. If the Company fails to mail such notice within ten
(10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

         Section 7.12. Succession by Merger. Any Person into which the Trustee
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee (including any trust created by this
Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any Person succeeding to all or
substantially all of the corporate trust business of the Trustee, such Person
shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee or any authenticating agent appointed by such successor
trustee may authenticate such Notes in the name of the successor trustee; and in
all such cases such certificates shall have the full force that is provided in
the Notes or in this Indenture; provided that the right to adopt the certificate
of authentication of any predecessor Trustee or authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

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

                                    ARTICLE 8
                                 THE NOTEHOLDERS

         Section 8.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or

                                       51
<PAGE>

the taking of any other action), the fact that at the time of taking any such
action, the holders of such specified percentage have joined therein may be
evidenced (a) by written consent through any instrument or any number of
instruments of similar tenor executed by Noteholders in person or by agent or
proxy appointed in writing, or (b) by the record of the holders of Notes voting
in favor thereof at any meeting of Noteholders duly called and held in
accordance with the provisions of Article 9, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Noteholders.
Whenever the Company or the Trustee solicits the taking of any action by the
holders of the Notes, the Company or the Trustee may fix in advance of such
solicitation, a date as the record date for determining holders entitled to take
such action. The record date shall he not more than fifteen (15) days prior to
the date of commencement of such solicitation of such action.

         Section 8.02. Proof of Execution by Noteholders. Subject to the
provisions of Section 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a Noteholder or its agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Notes shall be proved by the registry of such Notes or by a
certificate of the Note Registrar.

         The record of any Noteholders' meeting shall be proved in the manner
provided in Section 9.06.

         Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee,
any Paying Agent, any Conversion Agent and any Note Registrar may deem the
Person in whose name such Note shall be registered upon the Note Register to be,
and may treat it as, the absolute owner of such Note (whether or not such Note
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by any Person other than the Company or any Note Registrar) for the
purpose of receiving payment of or on account of the principal of and Interest
on such Note, for conversion of such Note and for all other purposes; and none
of the Company, the Trustee, any Paying Agent, any Conversion Agent or any Note
Registrar shall be affected by any notice to the contrary. All such payments so
made to any holder, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for monies
payable upon any such Note.

         Section 8.04. Company-owned Notes Disregarded. In determining whether
the holders of the requisite aggregate principal amount of Notes have concurred
in any direction, consent, waiver or other action under this Indenture, Notes
which are owned by the Company or any other obligor on the Notes or any
Affiliate of the Company or any other obligor on the Notes shall be disregarded
and deemed not to be outstanding for the purpose of any such determination;
provided that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent, waiver or other action,
only Notes which a Responsible Officer knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 8.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or any Affiliate of the Company or any such other obligor. In the case of
a dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee. Upon request of the

                                       52
<PAGE>

Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Notes, if any, known by the Company to
be owned or held by or for the account of any of the above described Persons,
and, subject to Section 7.01, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Notes listed therein are outstanding for the purpose of any
such determination.

         Section 8.05. Revocation of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which has consented to such action may, by
filing written notice with the Trustee at its Corporate Trust Office and upon
proof of holding as provided in Section 8.02, revoke such action so far as such
action concerns such Note. Except as aforesaid, any such action taken by the
holder of any Note shall be conclusive and binding upon such holder and upon all
future holders and owners of such Note and of any Notes issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Note or any Note issued in exchange or substitution therefor.

                                   ARTICLE 9
                             MEETINGS OF NOTEHOLDERS

         Section 9.01. Purpose of Meetings. A meeting of Noteholders may be
called at any time and from time to time pursuant to the provisions of this
Article 9 for any of the following purposes:

                  (1)      to give any notice to the Company or to the Trustee
         or to give any directions to the Trustee permitted under this
         Indenture, or to consent to the waiving of any default or Event of
         Default hereunder and its consequences, or to take any other action
         authorized to be taken by Noteholders pursuant to any of the provisions
         of Article 6;

                  (2)      to remove the Trustee and nominate a successor
         trustee pursuant to the provisions of Article 7;

                  (3)      to consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of Section
         10.02; or

                  (4)      to take any other action authorized to be taken by or
         on behalf of the holders of any specified aggregate principal amount of
         the Notes under any other provision of this Indenture or under
         applicable law.

         Section 9.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 9.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 8.01, shall be mailed
to holders of Notes at their addresses as they shall appear on the Note
Register. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than twenty (20) nor more than ninety (90) days prior to the
date fixed for the meeting.

                                       53
<PAGE>

         Any meeting of Noteholders shall be valid without notice if the holders
of all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

         Section 9.03. Call of Meetings by Company or Noteholders. In case at
any time the Company, pursuant to a resolution of its Board of Trustees, or the
holders of at least ten percent (10%) in aggregate principal amount of the Notes
then outstanding, shall have requested the Trustee to call a meeting of
Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within twenty (20) days after receipt of such request,
then the Company or such Noteholders may determine the time and the place for
such meeting and may call such meeting to take any action authorized in Section
9.01, by mailing notice thereof as provided in Section 9.02.

         Section 9.04. Qualifications for Voting. To be entitled to vote at any
meeting of Noteholders, a Person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a Person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only Persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

         Section 9.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as directed by the
Noteholders for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate.

         The Trustee shall, by an instrument in writing, as directed by the
Noteholders, appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Noteholders as provided in Section
9.03, in which case the Company or the Noteholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the holders of a majority in aggregate principal amount of the Notes represented
at the meeting and entitled to vote at the meeting.

         Subject to the provisions of Section 8.04, at any meeting each
Noteholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by it; provided that no vote shall
be cast or counted at any meeting in respect of any Note challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Notes held by it or instruments in writing as aforesaid duly designating it as
the proxy to vote on behalf of other Noteholders. Any meeting of Noteholders
duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned
from time to time by the holders of a majority of the aggregate principal amount
of

                                       54
<PAGE>

Notes represented at the meeting, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.

         Section 9.06. Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the principal amount of the
Notes voting in favor of or against any resolution. The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         Section 9.07. No Delay of Rights by Meeting. Nothing contained in this
Article 9 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 10
                             SUPPLEMENTAL INDENTURES

         Section 10.01. Supplemental Indentures Without Consent of Noteholders.
The Company, when authorized by the resolutions of the Board of Trustees, and
the Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

         (a)      to evidence that another Person has become the successor to
the Company under the provisions of this Indenture relating to consolidations,
mergers and sales of assets and that the successor assumes the Company's
covenants, agreements and obligations in this Indenture and in the Notes;

         (b)      to surrender any of the Company's rights or powers under the
Indenture (including, without limitation, the Company's right to pay any part of
the Purchase Price with Common Shares with respect to any purchase of Notes by
the Company at the option of the holders occurring on a date after the date of
such amendment), to add to the Company's covenants further covenants,
restrictions, conditions or provisions for the protection of the

                                       55
<PAGE>

holders of all Notes, and to make a default in any of these additional
covenants, restrictions, conditions or provisions a default or an Event of
Default under this Indenture;

         (c)      to cure any ambiguity or to make corrections to this
Indenture, any supplemental indenture or the Notes, or to make such other
provisions in regard to matters or questions arising under this Indenture that
do not adversely affect the interests of any holders of the Notes;

         (d)      to modify or amend this Indenture to permit the qualification
of this Indenture or any supplemental indenture under the Trust Indenture Act as
then in effect;

         (e)      to add guarantees with respect to the Notes or to secure the
Notes;

         (f)      to make any change that does not adversely affect the rights
of any holder of the Notes under this Indenture;

         (g)      to evidence and provide for the acceptance of appointment by a
successor or separate trustee with respect to the Notes and this Indenture and
to add to or change any of the provisions of this Indenture as necessary to
provide for the administration of this Indenture by more than one trustee; and

         (h)      to establish the forms or terms of the Notes.

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Trustees certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
10.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 10.02.

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

         Section 10.02. Supplemental Indenture with Consent of Noteholders. With
the consent (evidenced as provided in Article 8) of the holders of at least a
majority in aggregate principal amount of the Notes at the time outstanding, the
Company, when authorized by the resolutions of the Board of Trustees, and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
any supplemental indenture or of modifying in any manner the rights of the
Trustee, the holders of the Notes or of the Company; provided that no such
supplemental indenture shall (i) reduce the

                                       56
<PAGE>

percentage in Principal Amount of the Notes whose holders must consent to an
amendment, (ii) reduce the rate of or extend the time for payment of Interest on
the Notes or reduce the amount of any Interest payment to be made with respect
to the Notes and to alter the manner of calculation or rate of Additional
Amounts payable on any Note or extend the time for payment of any such amount,
(iii) reduce the Principal of or change the Stated Maturity of Principal of the
Notes, (iv) reduce the Redemption Price, Purchase Price (including upon the
occurrence of a Fundamental Change) or change the time at which or circumstances
under which the Notes may or shall be redeemed or purchased, (v) change the
currency in which any Note is payable, (vi) make any change in the provisions of
this Indenture relating to waivers of defaults or amendments that require
unanimous consent, (vii) change any obligation of the Company to maintain an
office or agency in the places and for the purposes set forth in Section 4.02,
(viii) change any place of payment where any Note or interest thereon is
payable, (ix) make any change that adversely affects the conversion rights of
the holders of the Notes, (x) impair the right to institute suit for the
enforcement of any payment with respect to the Notes, or with respect to
conversion of the Notes, or (xi) modify any of the foregoing provisions, except
to increase the percentage in Principal Amount of Notes whose holders must
consent to an amendment or to provide that applicable provisions of this
Indenture cannot be modified or waived without the consent of the holder of each
outstanding Note affected by the modification or waiver.

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Trustees certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture adversely affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

         It shall not be necessary for the consent of the Noteholders under this
Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 10.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 10 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
10.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required at such time. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article 10, this
Indenture shall be, and shall be deemed to be, modified and amended in
accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Notes shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be, and shall be deemed to be, part of the terms and conditions of this
Indenture for any and all purposes.

                                       57
<PAGE>

         Section 10.04. Notation on Notes. Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of
this Article 10 may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Trustees, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to Section 15.12)
and delivered in exchange for the Notes then outstanding, upon the surrender
thereof.

         Section 10.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 10 and is otherwise
authorized or permitted by this Indenture.

                                   ARTICLE 11
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 11.01. Company May Consolidate on Certain Terms. Subject to the
provisions of Section 11.02, the Company shall not consolidate or merge with or
into any other Person or Persons (whether or not affiliated with the Company),
nor shall the Company or its successor or successors be a party or parties to
successive consolidations or mergers, nor shall the Company sell, convey,
transfer or lease the property and assets of the Company substantially as an
entirety, to any other Person (whether or not affiliated with the Company),
unless: (i) the Company is the surviving Person, or the resulting, surviving or
acquiring Person, if other than the Company, is a corporation, limited liability
company, partnership, trust or other entity organized and existing under the
laws of the United States of America, any state thereof or the District of
Columbia; (ii) upon any such consolidation, merger, sale, conveyance, transfer
or lease, the due and punctual payment of the principal of and Interest on all
of the Notes, according to their tenor and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the Person (if other than the Company) formed by such consolidation, or into
which the Company shall have been merged, or by the Person that shall have
acquired or leased such property, and such supplemental indenture shall provide
for the applicable conversion rights set forth in Section 14.06; and (iii)
immediately after giving effect to the transaction described above, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing.

         Section 11.02. Successor to Be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and Interest on all of the Notes and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the Company. Such successor

                                       58
<PAGE>

Person thereupon may cause to be signed, and may issue either in its own name or
in the name of The Town and Country Trust any or all of the Notes, issuable
hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause
to be authenticated and delivered, any Notes that previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes that such successor Person thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Notes so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation, merger, sale,
conveyance, transfer or lease, the Person named as the "COMPANY" in the first
paragraph of this Indenture or any successor that shall thereafter have become
such in the manner prescribed in this Article 11 may be dissolved, wound up and
liquidated at any time thereafter and such Person shall be released from its
liabilities as obligor and maker of the Notes and from its obligations under
this Indenture in all respects.

         In case of any such consolidation, merger, sale, conveyance, transfer
or lease, such changes in phraseology and form (but not in substance) may be
made in the Notes thereafter to be issued as may be appropriate.

         Section 11.03. Opinion of Counsel to Be Given Trustee. The Trustee
shall receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 11.

                                   ARTICLE 12
                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 12.01. Discharge of Indenture. When (a) the Company shall
deliver to the Trustee for cancellation all Notes theretofore authenticated
(other than any Notes that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Notes shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Notes not theretofore
canceled or delivered to the Trustee for cancellation shall have become due and
payable, whether at Stated Maturity or any Redemption Date or any Purchase Date
(including upon the occurrence of a Fundamental Change), or upon conversion or
otherwise, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay all amounts due and owing on Notes (other than any Notes that
shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
not theretofore canceled or delivered to the Trustee for cancellation,
accompanied by a verification report, as to the sufficiency of the deposited
amount, from an independent certified accountant or other financial professional
satisfactory to the Trustee, and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (i) remaining rights
of registration of transfer, substitution and exchange and conversion of Notes,
(ii) rights hereunder of Noteholders to receive payments of principal of and
Interest on the Notes and the other rights, duties and obligations of
Noteholders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and

                                       59
<PAGE>

(iii) the rights, obligations and immunities of the Trustee hereunder), and the
Trustee, on written demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel as required by Section 15.05 and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture; the Company, however, hereby
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

         Section 12.02. Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any Paying Agent of the
Notes (other than the Trustee) shall, upon written request of the Company, be
repaid to the Company, and thereupon such Paying Agent shall be released from
all further liability with respect to such monies.

         Section 12.03. Return of Unclaimed Monies. Subject to the requirements
of applicable law, any monies deposited with or paid to the Trustee for payment
of the principal of or Interest on Notes and not applied but remaining unclaimed
by the holders of Notes for two years after the date upon which the principal of
or Interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee and all liability of the
Trustee shall thereupon cease with respect to such monies; and the holder of any
of the Notes shall thereafter look only to the Company for any payment that such
holder may be entitled to collect unless an applicable abandoned property law
designates another Person.

                                   ARTICLE 13
           IMMUNITY OF ORGANIZERS, SHAREHOLDERS, OFFICERS AND TRUSTEES

         Section 13.01. Indenture and Notes Solely Trust Obligations. No
recourse for the payment of the principal of or Interest on any Note, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in this Indenture or
in any supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any organizer,
shareholder, employee, agent, officer, trustee, director or subsidiary, as such,
past, present or future, of the Company or of any successor entity, either
directly or through the Company or any successor entity, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes,
and any Persons dealing with the Company in any way shall look only to the
assets of the Company for the payment of any sum by the Company or the
performance of any obligation of the Company.

                                   ARTICLE 14
                               CONVERSION OF NOTES

         Section 14.01. Right to Convert. (a) Subject to and upon compliance
with the provisions of this Indenture, prior to the close of business on August
14, 2023, the holder of any Note shall have the right, at such holder's option,
to convert the principal amount of the Note, or any portion of such principal
amount which is a multiple of $1,000, into fully paid and non-assessable Common
Shares (as such shares shall then be constituted) at the Conversion Rate

                                       60
<PAGE>

in effect at such time, by surrender of the Note so to be converted in whole or
in part, together with any required funds, under the circumstances described in
this Section 14.01 and in the manner provided in Section 14.02. The Notes shall
be convertible only during the following periods upon the occurrence of one of
the following events:

                  (i)      during any calendar quarter after the quarter ended
         June 30, 2003 (and only during such calendar quarter) if the Last
         Reported Sale Price for the Common Shares for at least 20 Trading Days
         during the period of 30 consecutive Trading Days ending on the last
         Trading Day of the previous calendar quarter equals or exceeds 120% of
         the Conversion Price on such last Trading Day; or

                  (ii)     on or before August 15, 2018, if at any time after a
         10-consecutive-Trading-Day period in which the average of the trading
         prices for the Notes for that 10-Trading-Day period was less than 95%
         of the average Conversion Value for the Notes during that period;
         provided, however, that a holder may not convert its Notes pursuant to
         this provision if, at the time of the calculation, the Last Reported
         Sale Price of the Common Shares is between the then applicable
         Conversion Price of the Notes and 120% of the then applicable
         Conversion Price of the Notes; or

                  (iii)    at any time prior to the close of business on the
         second Business Day immediately preceding the Redemption Date, even if
         the Notes are not otherwise convertible at such time, if the Company
         notifies holders that it intends to redeem the Notes; or

                  (iv)     as provided in Section (b) of this Section 14.01.

         The Company or its designated agent shall determine on a daily basis
during the time periods specified in Sections 14.01(a)(i) and (ii) whether the
Notes shall be convertible as a result of the occurrence of an event specified
in clause (i) or (ii), as the case may be, above and, if the Notes shall be so
convertible, the Company shall promptly deliver to the Trustee (or other
Conversion Agent appointed by the Company) written notice thereof. Whenever the
Notes shall become convertible pursuant to this Section 14.01, the Company or,
at the Company's request, the Trustee in the name and at the expense of the
Company, shall notify the holders of the event triggering such convertibility in
the manner provided in Section 15.03, and the Company shall also publicly
announce such information by issuing a press release and publication on the
Company's Website or through such other public medium as it 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 addition, if:

                  (i)      (A) the Company distributes to all holders of its
         Common Shares certain rights entitling them to purchase Common Shares
         at less than the Market Price on the Trading Day immediately preceding
         the declaration date for such distribution, or (B) the Company
         distributes to all holders of Common Shares assets, debt securities or
         rights to purchase securities of the Company, which distribution has a
         per share value as determined by the Board of Trustees, and set forth
         in a board resolution, exceeding 15%

                                       61
<PAGE>

         of the Market Price of the Common Shares on the Trading Day immediately
         preceding the declaration date for such distribution, then, in either
         case, the Notes may be surrendered for conversion at any time on and
         after the date that the Company gives notice to the holders of such
         distribution, which shall be not less than 20 days prior to the
         Ex-Dividend Date for such distribution, until the earlier of the close
         of business on the Business Day immediately preceding, but not
         including, the Ex-Dividend Date or the date the Company publicly
         announces that such distribution will not take place; provided that no
         adjustment to the Conversion Price or the ability of a holder of a Note
         to convert will be made if the holder will otherwise participate in
         such distribution without conversion; or

                  (ii)     the Company consolidates with or merges with or into
         another Person or is a party to a binding share exchange or conveys,
         transfers, sells, leases or otherwise disposes of all or substantially
         all of its properties and assets, in each case, pursuant to which the
         Common Shares are converted into cash or property other than
         securities, then the Notes may be surrendered for conversion at any
         time from and after the date which is fifteen (15) days prior to the
         anticipated effective date of the transaction and ending on and
         including the date fifteen (15) days after the actual effective date of
         such transaction.

         The Board of Trustees shall determine the anticipated effective date of
         the transaction, and such determination shall be conclusive and binding
         on the holders and shall be publicly announced by the Company by
         issuance of a press release and publication on its Web site or through
         such other public medium as it may use at that time not later than two
         Business Days prior to such 15th day.

         (c)      A Note in respect of which a holder has previously elected to
exercise its option to require purchase pursuant to Section 3.05 or Section 3.06
may be converted only if such holder withdraws its Purchase Election in
accordance with Section 3.08(d). A holder of Notes is not entitled to any rights
of a holder of Common Shares, nor shall such holder be deemed to be a holder of
Common Shares for any purpose whatsoever, until such holder has converted his
Notes to Common Shares, and in such case only to the extent such Notes are
deemed to have been converted to Common Shares under this Article 14.

         Section 14.02. Exercise of Conversion Privilege; Issuance of Common
Shares on Conversion; No Adjustment for Interest or Dividends. (a) In order to
exercise the conversion privilege with respect to any Note in certificated form,
the Company must receive at the office or agency of the Company maintained for
that purpose or, at the option of such holder, the Corporate Trust Office, such
Note with the original or a facsimile of the form entitled "FORM OF CONVERSION
NOTICE" on the reverse thereof (the "CONVERSION NOTICE"), duly completed and
manually signed, together with such Notes duly endorsed for transfer,
accompanied by the funds, if any, required by this Section 14.02. Such notice
shall also state the name or names (with address or addresses) in which the
certificate or certificates for Common Shares which shall be issuable upon such
conversion shall be issued, and shall be accompanied by the amount of any
transfer or similar taxes which are payable in connection with such conversion,
if required pursuant to Section 14.07. The Conversion Agent shall provide copies
of the Form of Conversion Notice to holders of Notes upon request.

                                       62
<PAGE>

         In order to exercise the conversion privilege with respect to any
interest in a Global Note, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company, the Trustee or
the Conversion Agent, and pay the funds, if any, required by Section 14.02 and
any transfer or similar taxes which are payable in connection with such
conversion, if required pursuant to Section 14.07.

                  (b)      As promptly as practicable after satisfaction of the
         requirements for conversion set forth above, subject to compliance with
         any restrictions on transfer if shares issuable on conversion are to be
         issued in a name other than that of the Noteholder (as if such transfer
         were a transfer of the Note or Notes (or portion thereof) so
         converted), the Company shall issue and shall deliver to such
         Noteholder at the office or agency maintained by the Company for such
         purpose pursuant to Section 4.02, a certificate or certificates for the
         number of full Common Shares issuable upon the conversion of such Note
         or portion thereof as determined by the Company in accordance with the
         provisions of this Article 14 and a check or cash in respect of any
         fractional interest in respect of a Common Share arising upon such
         conversion, calculated by the Company as provided in Section 14.03. In
         case any Note of a denomination greater than $1,000 shall be
         surrendered for partial conversion, and subject to Section 2.03, the
         Company shall execute and the Trustee shall authenticate and deliver to
         the holder of the Note so surrendered, without charge to it, a new Note
         or Notes in authorized denominations in an aggregate principal amount
         equal to the unconverted portion of the surrendered Note.

                  (c)      Each conversion shall be deemed to have been effected
         as to any such Note (or portion thereof) on the date on which the
         requirements set forth in Section 14.02(a) have been satisfied as to
         such Note (or portion thereof) (such date, the "CONVERSION DATE"), and
         the Person in whose name any certificate or certificates for Common
         Shares shall be issuable upon such conversion shall be deemed to have
         become on said date the holder of record of the shares represented
         thereby; provided that any such surrender on any date when the stock
         transfer books of the Company shall be closed shall constitute the
         Person in whose name the certificates are to be issued as the record
         holder thereof for all purposes on the next succeeding day on which
         such stock transfer books are open, but such conversion shall be at the
         Conversion Rate in effect on the date upon which such Note was
         surrendered.

                  (d)      Any Note or portion thereof surrendered for
         conversion during the period from the close of business on any Regular
         Record Date to the close of business on the Business Day preceding the
         following Interest Payment Date that has not been called for redemption
         during such period shall be accompanied by payment, in immediately
         available funds or other funds acceptable to the Company, of an amount
         equal to the Interest otherwise payable on such Interest Payment Date
         on the principal amount being converted; provided that no such payment
         need be made (1) if the Company has specified a Redemption Date that is
         after a Regular Record Date and prior to the next Interest Payment
         Date, (2) if the Company has specified a Fundamental Change Purchase
         Date that is during such period or (3) to the extent of any overdue
         Interest, if any overdue Interest exists at the time of conversion with
         respect to such Note. Except as provided

                                       63
<PAGE>

         above in this Section 14.02(d), no payment or other adjustment shall be
         made for Interest accrued on any Note converted or for dividends on any
         Common Shares issued upon the conversion of such Note as provided in
         this Article 14.

                  (e)      Upon the conversion of an interest in a Global Note,
         the Trustee (or other Conversion Agent appointed by the Company), or
         the Custodian at the direction of the Trustee (or other Conversion
         Agent appointed by the Company), shall make a notation on such Global
         Note as to the reduction in the principal amount represented thereby.
         The Company shall notify the Trustee in writing of any conversions of
         Notes effected through any Conversion Agent other than the Trustee.

                  (f)      Upon the conversion of a Note, that portion of the
         accrued but unpaid Interest with respect to the converted Note shall
         not be cancelled, extinguished or forfeited, but rather shall be deemed
         to be paid in full to the holder thereof through delivery of the Common
         Shares (together with the cash payment, if any in lieu of fractional
         shares) in exchange for the Note being converted pursuant to the
         provisions hereof; and the fair market value of such Common Shares
         (together with any such cash payment in lieu of fractional shares)
         shall be treated as issued, to the extent thereof, first in exchange
         for and in satisfaction of the Company's obligation to pay the
         principal amount of the converted Note and the accrued but unpaid
         Interest, and the balance, if any, of such fair market value of such
         Common Shares (and any such cash payment) shall be treated as issued in
         exchange for and in satisfaction of the right to convert the Note being
         converted pursuant to the provisions hereof.

                  (g)      Payment Upon Conversion

                  (i)      Conversion on or Prior to a Redemption Notice Date or
         the Final Notice Date. In the event that the Company receives a
         holder's notice of conversion on or prior to (1) the date on which the
         Company gives notice of the redemption of Notes under Section 3.02 (a
         "Redemption Notice Date") or (2) the date that is 20 days prior to
         Stated Maturity (the "FINAL NOTICE DATE"), the following procedures
         shall apply:

                           (1)      If the Company elects to satisfy all or any
                  portion of its obligation to convert the Notes (the
                  "CONVERSION OBLIGATION") in cash, the Company shall notify
                  holders 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
                  the Conversion Date (the "CASH SETTLEMENT NOTICE PERIOD"). If
                  the Company timely elects to pay cash for any portion of the
                  Common Shares otherwise issuable to holders upon conversion,
                  holders may retract the Conversion Notice at any time during
                  the two Business Days following the final day of the Cash
                  Settlement Notice Period (the "CONVERSION RETRACTION PERIOD").
                  No such retraction can be made (and a Conversion Notice shall
                  be irrevocable) if the Company does not elect to deliver cash
                  in lieu of Common Shares (other than cash in lieu of
                  fractional shares). Upon the expiration of a Conversion
                  Retraction Period, a Conversion Notice shall be irrevocable.
                  If the Company elects to satisfy all or any portion of the
                  Conversion Obligation in cash, and the applicable

                                       64
<PAGE>

                  Conversion Notice has not been retracted, then settlement
                  (in cash or in cash and Common Shares) will occur on the
                  Business Day following the final day of the 20-Trading Day
                  period beginning on the day after the final day of the
                  Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING
                  PERIOD"). If the Company does not elect to satisfy any part of
                  the Conversion Obligation in cash (other than cash in lieu of
                  any fractional shares), delivery of the Common Shares into
                  which the Notes are converted (and cash in lieu of any
                  fractional shares) shall occur through the Conversion Agent as
                  described above as soon as practicable on or after the
                  Conversion Date.

                           (2)      Settlement amounts will be computed as

                  follows:

                                    (A)      If the Company elects to satisfy
                           the entire Conversion Obligation in Common Shares, it
                           shall deliver to holders a number of Common Shares
                           equal to (i) the aggregate principal amount of Notes
                           to be converted divided by 1,000, multiplied by (ii)
                           the Conversion Rate. In addition, the Company shall
                           pay cash for any fractional Common Share based on the
                           Last Reported Sale Price of the Common Shares on the
                           Trading Day immediately preceding the Conversion
                           Date.

                                    (B)      If the Company elects to satisfy
                           the entire Conversion Obligation in cash, it shall
                           deliver to holders cash in an amount equal to the
                           product of:

                                             (x)      a number equal to (I) the
                                    aggregate principal amount of Notes to be
                                    converted divided by 1,000, multiplied by
                                    (II) the Conversion Rate; and

                                             (y)      the average Last Reported
                                    Sale Price of the Common Shares during the
                                    Cash Settlement Averaging Period.

                                    (C)      If the Company elects to satisfy a
                           fixed portion (other than 100%) of the Conversion
                           Obligation in cash, it will deliver to holders the
                           specified cash amount (the "CASH AMOUNT") and a
                           number of Common Shares equal to the greater of (i)
                           zero and (ii) the excess, if any, of the number of
                           Common Shares calculated as if the Company elected to
                           satisfy the entire Conversion Obligation in shares
                           over the number of shares equal to the sum, for each
                           day of the Cash Settlement Averaging Period, of (x)
                           5% of the Cash Amount, divided by (y) the Last
                           Reported Sale Price of the Common Shares. In
                           addition, the Company shall pay cash for all
                           fractional Common Shares based on the average Last
                           Reported Sale Price of the Common Shares during the
                           Cash Settlement Averaging Period.

                  (ii)     Conversion After a Redemption Notice Date or the
         Final Notice Date. With respect to Conversion Notices received by the
         Company after a Redemption Notice Date or the Final Notice Date, the
         Company shall not be obligated to send individual notices of its
         election to satisfy all or any portion of the Conversion Obligation in
         cash. If

                                       65
<PAGE>

         the Company elects to redeem all or a portion of the Notes, the
         applicable Redemption Notice will inform the holders of its election to
         deliver Common Shares or cash with respect to Notes converted prior to
         the Redemption Date as provided in Section 3.02. In addition, if the
         Company elects to satisfy all or any portion of the Conversion
         Obligation with respect to conversions after the Final Notice Date in
         cash, on or before the Final Notice Date the Company shall send a
         single notice to each holder of Notes indicating the dollar amount to
         be satisfied in cash (which shall be expressed either as 100% of the
         Conversion Obligation or as a fixed dollar amount).

         In the event that the Company receives a Conversion Notice after a
         Redemption Notice Date or the Final Notice Date from any holder of
         Notes, settlement amounts will be computed and settlement dates will be
         determined as follows:

                           (1)      If the Company elects to satisfy the entire
                  Conversion Obligation in Common Shares, it shall deliver to
                  holders a number of Common Shares equal to (i) the aggregate
                  principal amount of Notes to be converted divided by 1,000,
                  multiplied by (ii) the Conversion Rate. In addition, the
                  Company shall pay cash for any fractional Common Share based
                  on the Last Reported Sale Price of the Common Shares on the
                  Trading Day immediately preceding the Conversion Date.

                           (2)      If the Company elects to satisfy the entire
                  Conversion Obligation in cash, it shall deliver to holders
                  cash in an amount equal to the product of:

                                    (A)      number equal to (i) the aggregate
                           principal amount of Notes to be converted divided by
                           1,000, multiplied by (ii) the Conversion Rate; and

                                    (B)      the average Last Reported Sale
                           Price of the Common Shares during the 20 Trading Day
                           period beginning on the Trading Day after the
                           Conversion Date (the "ALTERNATE CASH SETTLEMENT
                           AVERAGING PERIOD").

                           (3)      If the Company elects to satisfy a fixed
                  portion (other than 100%) of the Conversion Obligation in
                  cash, it will deliver to holders the Cash Amount and a number
                  of Common Shares equal to the greater of (i) zero and (ii) the
                  excess, if any, of the number of Common Shares calculated as
                  if the Company elected to satisfy the entire Conversion
                  Obligation in shares over the number of shares equal to the
                  sum, for each day of the Cash Settlement Averaging Period, of
                  (x) 5% of the Cash Amount, divided by (y) the Last Reported
                  Sale Price of the Common Shares. In addition, the Company
                  shall pay cash for all fractional Common Shares based on the
                  average Last Reported Sale Price of the Common Shares during
                  the Alternate Cash Settlement Averaging Period.

         If a Conversion Notice is received from any holder of Notes after a
         Redemption Notice Date or the Final Notice Date, such holder shall not
         be allowed to retract the Conversion Notice. Settlement (in cash and/or
         Common Shares) shall occur on the Business Day following the final day
         of such Alternate Cash Settlement Averaging Period. If the

                                       66
<PAGE>

         Company does not elect to satisfy any part of the Conversion Obligation
         in cash (other than cash in lieu of any fractional shares), delivery of
         the Common Shares into which the Notes are converted (and cash in lieu
         of any fractional shares) shall occur through the Conversion Agent as
         provided in this Section 14.02 as soon as practicable on or after the
         Conversion Date.

         Section 14.03. Cash Payments in Lieu of Fractional Shares. No
fractional Common Shares or scrip certificates representing fractional shares
shall be issued upon conversion of Notes. If more than one Note shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered. If any fractional Common Share
would be issuable upon the conversion of any Note or Notes, the Company shall
make an adjustment and payment therefor in cash to the holder of Notes at the
Last Reported Sale Price on the Trading Day immediately preceding the Conversion
Date.

         Section 14.04. Conversion Rate. Each $1,000 principal amount of the
Notes shall be convertible into the number of Common Shares specified in the
form of Note (herein called the "CONVERSION RATE") attached as Exhibit A hereto
(initially 39.20185 shares), subject to adjustment as provided in this Article
14.

         Section 14.05. 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, payable exclusively in Common Shares or other capital stock of the
Company on its Common Shares, the Conversion Rate, as in effect at the opening
of business on the day following the date fixed for the determination of
shareholders entitled to receive such dividend or other distribution, shall be
increased by dividing such Conversion Rate by a fraction,

                  (i)      the numerator of which shall be the number of Common
         Shares outstanding at the close of business on the date fixed for such
         determination, and

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

such increase to become effective immediately after the opening of business on
the Business Day following the date fixed for such determination. The Company
will not pay any dividend or make any distribution on Common Shares held in
treasury by the Company. If any dividend or distribution of the type described
in this Section 14.05(a) is declared but 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.

         (b)      In case the Company shall issue rights or warrants to all
holders of the outstanding Common Shares entitling them to subscribe for or
purchase Common Shares at a price per share less than the Market Price per
Common Share on the date fixed for the determination of shareholders entitled to
receive such rights or warrants, the Conversion Rate in

                                       67
<PAGE>

effect at the opening of business on the date fixed for such determination shall
be increased by dividing such Conversion Rate by a fraction,

                  (i)      the numerator of which shall be the number of Common
         Shares outstanding at the close of business on the date fixed for such
         determination plus the number of Common Shares which the aggregate
         offering price of the total number of Common Shares so offered for
         subscription or purchase would purchase at such Market Price, and

                  (ii)     the denominator of which shall be the number of
         Common Shares outstanding at the close of business on the date fixed
         for such determination plus the total number of additional Common
         Shares so offered for subscription or purchase at such below Market
         Price.

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 Business Day following the date fixed for such determination. The Company
shall not issue any such rights or warrants in respect of Common Shares held in
treasury by the Company. To the extent that Common Shares are not delivered
after the expiration of such rights or warrants, the Conversion Rate shall be
readjusted to the Conversion Rate that would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of delivery of only the number of Common Shares actually delivered. If
such rights or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such date
fixed for the determination of shareholders entitled to receive such rights or
warrants had not been fixed.

In determining whether any rights or warrants entitle the holders to subscribe
for or purchase Common Shares at less than such Market Price, and in determining
the aggregate offering price of such Common Shares, 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 Trustees.

         (c)      In case the Company shall (1) subdivide or split the
outstanding Common Shares into a greater number of Common Shares or (2) combine
the outstanding Common Shares into a smaller number of Common Shares, the
Conversion Rate in effect at the opening of business on the day following the
day upon which such subdivision or split becomes effective shall be
proportionately increased, and, conversely, in case outstanding Common Shares
shall be combined into a smaller number of Common Shares, 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, split or
combination becomes effective.

         (d)      In case the Company shall distribute to all holders of its
Common Shares evidences of its assets, debt securities or rights or warrants to
purchase its securities (but excluding any rights or warrants referred to in
Section 14.05(b), any regular dividend paid exclusively in cash and any dividend
or distribution referred to in Section 14.05(a)), and if such

                                       68
<PAGE>

distributions, aggregated on a rolling twelve-month basis, have a per share
value exceeding 15% of the Market Price of the Common Shares on the Trading Day
immediately preceding the date on which such distribution is declared, the
Conversion Rate shall be adjusted by dividing the Conversion Rate in effect
immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by a
fraction,

                  (i)      the numerator of which shall be the Market Price on
         the date fixed for such determination less the then fair market value
         (as determined by the Board of Trustees, whose determination shall be
         conclusive and described in a board resolution) on such date of the
         portion of the evidences of assets, debt securities or rights or
         warrants to purchasing its securities so distributed applicable to one
         Common Share, and

                  (ii)     the denominator of which shall be the Market Price on
         such date for determination,

such adjustment to become effective immediately prior to the opening of business
on the Business Day following the date fixed for the determination of
shareholders entitled to receive such distribution; provided, however, that in
the event that the Company makes a distribution to all holders of its Common
Shares consisting of capital stock of, or similar equity interest in, a
subsidiary or other business unit of the Company (the "SPIN-OFF SHARES"), the
Conversion Rate shall be adjusted by dividing the Conversion Rate in effect
immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by a
fraction of which the numerator shall be the Spin-off Market Price per Common
Share on the date fixed for such determination less the Spin-off Market Price
per Spin-off Share on such date and the denominator shall be the Spin-off Market
Price per Common Share, such adjustment to become effective 10 Trading Days
after the effective date of such distribution of the Spin-off Shares. In any
case in which this Section 14.05(d) is applicable, Section 14.05(a) and (b)
shall not be applicable. Notwithstanding the foregoing, if (a) the fair market
value (as determined by the Board of Trustees, whose determination shall be
conclusive and described in a board resolution) per Common Share of the assets,
debt securities or rights or warrants to purchase the Company's securities
distributed to shareholders equals or exceeds the Market Price of the Common
Shares on the date fixed for the determination of the shareholders entitled to
receive such distribution, or (b) the Market Price of the Common Shares exceeds
the fair market value (as determined by the Board of Trustees, whose
determination shall be conclusive and described in a board resolution) per
Common Share of the assets, debt securities or rights or warrants so distributed
by less than $1.00, no adjustment in the Conversion Rate shall be made, but each
holder shall be entitled to receive upon conversion, in addition to the Common
Shares, the kind and amount of assets, debt securities or rights or warrants
comprising the distribution that such holder would have received if such holder
had converted its Notes immediately prior to the date fixed for the
determination of the shareholders entitled to receive such distribution. If such
dividend or distribution is not so paid or made, the applicable Conversion Rate
shall again be adjusted to be the applicable Conversion Rate that would then be
in effect if such dividend or distribution had not been declared.

         (e)      In case the Company shall increase the regular common dividend
distribution payable on Common Shares above $0.43 on a quarterly basis
(appropriately adjusted for any share dividends on or subdivisions or
combinations of the Common Shares), the Conversion Rate

                                       69
<PAGE>

shall be increased so that the same shall equal the rate determined by dividing
the Conversion Rate in effect immediately prior to the close of business on the
date fixed for determination of the shareholders entitled to receive such
distribution by a fraction,

                  (i)      the numerator of which shall be equal to the Market
         Price per Common Share on the date fixed for such determination less
         the amount of cash in excess of $0.43 (appropriately adjusted for any
         share dividends on or subdivisions or combinations of the Common
         Shares) on a quarterly basis so distributed during such quarter
         applicable to one Common Share; and

                  (ii)     the denominator of which shall be equal to the Market
         Price per Common Share on such date for determination.

         In the event that such dividend or distribution is not so paid or made,
the applicable Conversion Rate shall again be adjusted to be the applicable
Conversion Rate that would then be in effect if such dividend or distribution
had not be declared.

         (f)      In case a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of the Common Shares shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to shareholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of an aggregate consideration having a fair market value (as
determined by the Board of Trustees, whose determination shall be conclusive and
described in a board resolution) (such combined amount payable (assuming the
acceptance, up to any maximum specified in the terms of the tender or exchange
offer, of Purchased Shares), the "OFFER AGGREGATE VALUE"), which exceeds the
Market Price multiplied by the number of Common Shares outstanding (including
any tendered or exchanged shares), each as of the last time (the "EXPIRATION
TIME") tenders could have been made pursuant to such tender or exchange offer
(as it may be amended), then, and in each such case, immediately prior to the
opening of business on the day after the date of the Expiration Time, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Rate immediately prior to the close of
business as of the Expiration Time by a fraction,

                  (i)      the numerator of which shall be equal to (A) the
         product of (1) the Market Price as of the Expiration Time multiplied by
         (2) the number of Common Shares outstanding (including any tendered
         shares) as of the Expiration Time less (B) the Offer Aggregate Value,
         and

                  (ii)     the denominator of which shall be equal to the
         product of (A) the Market Price as of the Expiration Time multiplied by
         (B) the number of Common Shares outstanding (including any tendered
         shares) as of the Expiration Time less the number of all shares validly
         tendered and not withdrawn as of the Expiration Time (the shares deemed
         so accepted, up to any such maximum, being referred to as the
         "PURCHASED SHARES").

If the Company is obligated to purchase Common Shares pursuant to any such
tender or exchange offer, but the Company is permanently prevented by applicable
law from effecting any

                                       70
<PAGE>

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. If the application of this Section
14.05(f) would result in a decrease in the Conversion Rate, no adjustment shall
be made for such tender offer or exchange offer under this Section 14.05(f).

         (g)      The reclassification of Common Shares into securities other
than Common Shares (other than any reclassification upon an event to which
Section 14.06 applies) shall be deemed to involve (a) a distribution of such
securities other than Common Shares to all holders of Common Shares (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of shareholders entitled to receive such distribution" and
the "date fixed for such determination" within the meaning of Section 14.05(d)),
and (b) a subdivision or combination, as the case may be, of the number of
Common Shares outstanding immediately prior to such reclassification into the
number of Common Shares outstanding immediately thereafter (and the effective
date of such reclassification shall be deemed to be "the day upon which such
subdivision becomes effective" or "the day upon which such combination becomes
effective," as the case may be, and "the day upon which such subdivision, split
or combination becomes effective" within the meaning of Section 14.05(c)).

         (h)      Notwithstanding the foregoing provisions of Section 14.05, no
adjustment shall be made thereunder, nor shall an adjustment be made to the
ability of a holder of a Note to convert, for any distribution described therein
if the holder will otherwise participate in the distribution without conversion
of such holder's Notes.

         (i)      In addition to these adjustments, the Company may increase the
applicable Conversion Rate as the Board of Trustees considers advisable to avoid
or diminish any income tax to holders of Common Shares or rights to purchase our
Common Shares resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated as such for income tax purposes. The
Company may also, from time to time, to the extent permitted by applicable law,
increase the applicable Conversion Rate by any amount for any period of at least
20 days if the Board of Trustees has determined that such increase would be in
the Company's best interests, which determination shall be conclusive. The
Company shall give holders of Notes at least 15 days' notice of such an increase
in the applicable Conversion Rate.

         (j)      No adjustment to the Conversion Rate shall be required:

                  (i)      upon the issuance of any Common Shares 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 Common Shares under any plan (including
         the Company's existing Dividend Reinvestment and Share Purchase Plan);

                  (ii)     upon the issuance of any Common Shares or options or
         rights to purchase those Common 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;

                                       71
<PAGE>

                  (iii)    upon the issuance of any Common Shares pursuant to
         any option, warrant, right, or exercisable, exchangeable or convertible
         security not described in (ii) above and outstanding as of the date the
         Notes were first issued;

                  (iv)     for a change in the par value of the Common Shares;
         or

                  (v)      for accrued and unpaid Interest.

         In addition, if the Company were to implement a rights plan providing
that, upon conversion of the Notes, the holders of such Notes will receive, in
addition to the Common Shares issuable upon such conversion, the rights related
to such Common Shares, there shall not be required any adjustment to the
conversion privilege or Conversion Rate as a result of: (A) the issuance of the
rights; (B) the distribution of separate certificates representing the rights;
(C) the exercise or redemption of such rights in accordance with any rights
agreement; or (D) the termination or invalidation of the rights.

         (k)      No adjustment in the Conversion Rate shall be required unless
such adjustment would require an increase or decrease of at least one percent
(1%) in such rate; provided that any adjustments that by reason of this Section
14.05(k) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article 14
shall be made by the Company and shall be made to the nearest cent or to the
nearest one-ten thousandth (1/10,000) of a share, as the case may be.

         (l)      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 Note at his last
address appearing on the Note Register provided for in Section 2.05 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.

         (m)      In any case in which this Section 14.05 provides that an
adjustment shall become effective immediately after (1) the Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 14.05(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 14.05(b) or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 14.05(f), (each a "DETERMINATION DATE"),
the Company may elect to defer until the occurrence of the applicable Adjustment
Event (x) issuing to the holder of any Note converted after such Determination
Date and before the occurrence of such Adjustment Event, the additional Common
Shares or other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the Common Shares

                                       72
<PAGE>

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 14.03. For purposes of this Section 14.05(m), 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) hereof, the
         date a sale or exchange of Common Shares pursuant to such tender or
         exchange offer is consummated and becomes irrevocable.

         (n)      For purposes of this Section 14.05, the number of Common
Shares 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 Common Shares. The Company will not pay any
dividend or make any distribution on Common Shares held in treasury by the
Company.

         Section 14.06. Effect of Specified Business Transactions. (a) If the
Company elects to:

                  (i)      distribute to all holders of Common Shares certain
         rights entitling them to purchase Common Shares at less than the Market
         Price of Common Shares on the Trading Day immediately preceding the
         date on which such distribution is declared, or

                  (ii)     distribute to all holders of Common Shares the
         assets, debt securities or rights to purchase securities of the
         Company, which distribution has a per share value as determined by the
         Board of Trustees and set forth in a board resolution exceeding 15% of
         the Market Price of the Common Shares on the Trading Day immediately
         preceding the date on which such distribution is declared,

the Company must notify the holders of the Notes at least 20 Business Days prior
to the Ex-Dividend Date for such distribution. Once the Company has given such
notice, holders may surrender their Notes for conversion at any time until the
earlier of the close of business on the Business Day immediately prior to the
Ex-Dividend Date or the Company's announcement that such distribution will not
take place, even if the Notes are not otherwise convertible at such time in
accordance with this Indenture; provided, however, that a holder may not
exercise such right to convert if the holder, in its capacity as a holder of
Notes, may participate in the distribution without conversion.

         (b)      In addition, if the Company is party to a consolidation,
merger or binding share exchange pursuant to which its Common Shares would be
converted into cash or property other than securities, a holder may surrender
Notes for conversion at any time from and after the date which is 15 days prior
to the anticipated effective date of the transaction until 15 days after the
actual effective date of such transaction. If the Company engages in a
reclassification of its

                                       73
<PAGE>

Common Shares or is a party to a consolidation, merger, binding share exchange
or transfer of all or substantially all of its assets pursuant to which Common
Shares are converted into cash, securities or other property, then at the
effective time of such transaction, the right to convert a Note into Common
Shares (or cash, as described below) shall be changed into the right to convert
a Note into the kind and amount of cash, securities or other property that the
holder would have received if the holder had converted its Notes immediately
prior to such transaction and received Common Shares. If the Company engages in
any transaction described in the preceding sentence, the conversion rate will
not be adjusted.

         The Company or such successor shall execute with the Trustee a
supplemental indenture to such effect. 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 14.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note Register provided for in Section 2.05 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, combinations,
sales and conveyances.

         If this Section 14.06 applies to any event or occurrence, Section 14.05
shall not apply.

         Section 14.07. Taxes on Shares Issued. The issue of share certificates
on conversions of Notes shall be made without charge to the converting
Noteholder for any documentary, stamp or similar issue or transfer tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any such tax which may be payable in respect of any transfer involved in the
issue and delivery of shares in any name other than that of the holder of any
Note converted, and the Company shall not be required to issue or deliver any
such share certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         Section 14.08. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Shares. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient Common Shares to provide for the
conversion of the Notes from time to time as such Notes are presented for
conversion.

         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 Common Shares issuable upon conversion
of the Notes, 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 such Common Shares at such adjusted Conversion Rate.

         The Company covenants that all Common Shares which may be issued upon
conversion of Notes will upon issue be fully paid and nonassessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

                                       74
<PAGE>

         The Company covenants that, if any Common Shares to be provided for the
purpose of conversion of Notes 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 possible, to the extent then permitted by the rules and
interpretations of the Commission (or any successor thereto), endeavor to secure
such registration or approval, as the case may be.

         The Company further covenants that, if at any time the Common Shares
shall be listed on The New York Stock Exchange or any other national securities
exchange or automated quotation system, the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Shares shall be so listed on such exchange or automated
quotation system, all Common Shares issuable upon conversion of the Notes;
provided that if the rules of such exchange or automated quotation system permit
the Company to defer the listing of such Common Shares until the first
conversion of the Notes into Common Shares in accordance with the provisions of
this Indenture, the Company covenants to list such Common Shares issuable upon
conversion of the Notes in accordance with the requirements of such exchange or
automated quotation system at such time.

         Section 14.09. 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 Notes 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 amount) of any Common Shares, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any Note;
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
Common Shares or share certificates or other securities or property or cash upon
the surrender of any Note for the purpose of conversion or to comply with any of
the duties, responsibilities or covenants of the Company contained in this
Article 14. 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 14.06 relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by
Noteholders upon the conversion of their Notes after any event referred to in
such Section 14.06 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 14.10. Notice to Holders Prior to Certain Actions. In case:

         (a)      the Company shall declare a dividend (or any other
distribution) on its Common Shares that would require an adjustment in the
Conversion Rate pursuant to Section 14.05; or

                                       75
<PAGE>

         (b)      the Company shall authorize the granting to the holders of all
or substantially all of its Common Shares 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 Shares
of the Company (other than a subdivision or combination of its outstanding
Common Shares, 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 or merger to which the
Company is a party and for which approval of any shareholders 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 Notes at his address appearing on the Note Register provided for in
Section 2.05 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 or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Shares 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, 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 Shares of record
shall be entitled to exchange their Common Shares for securities or other
property deliverable upon such reclassification, consolidation, merger, 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, sale, transfer,
dissolution, liquidation or winding up.

                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

         Section 15.01. Provisions Binding On Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

         Section 15.02. Official Acts By Successor. Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Person that shall at the time be the lawful sole successor of the Company.

         Section 15.03. Addresses For Notices, Etc. Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Notes on the Company shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: to The Town

                                       76
<PAGE>

and Country Trust, 100 South Charles Street, Baltimore, Maryland 21201,
Telecopier No.: 212-407-2151, Attention: Chief Financial Officer. Any notice,
direction, request or demand hereunder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by
being deposited, postage prepaid, by registered or certified mail in a post
office letter box or sent by telecopier transmission addressed as follows: The
Bank of New York, Corporate Trust Administration, Telecopier No.: 212-815-5704,
Attention: Corporate Finance Group.

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

         Any notice or communication mailed to a Noteholder shall be mailed to
it by first class mail, postage prepaid, at his address as it appears on the
Note Register and shall be sufficiently given to it if so mailed within the time
prescribed.

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

         Section 15.04. Governing Law. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York (including Section 5-1401 of the New York General Obligations Law or any
successor to such statute).

         Section 15.05. Evidence of Compliance with Conditions Precedent,
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable it to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

         Section 15.06. Legal Holidays. In any case in which the Stated
Maturity, an Interest Payment Date, or the Redemption Date of any Note or any
Purchase Date with respect to any Note will not be a Business Day, then payment
of such Interest on or principal of the Notes need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the Stated Maturity, the Interest Payment Date, the Redemption

                                       77
<PAGE>

Date or the Purchase Date, as the case may be, and no interest shall accrue for
the period from and after such date.

         Section 15.07. Company Responsible for Making Calculations. The Company
will be responsible for making all calculations called for under the Notes.
These calculations include, but are not limited to, determination of the Last
Reported Sale Price, Market Price and Spin-off Market Price, the amount of
accrued Interest payable on the Notes and the Conversion Rate of the Notes. The
Company will make these calculations in good faith and, absent manifest error,
these calculations will be final and binding on the Noteholders. Promptly after
the calculation thereof, the Company will provide to each of the Trustee and the
Conversion Agent an Officers' Certificate setting forth a schedule of its
calculations, and each of the Trustee and the Conversion Agent is entitled to
conclusively rely upon the accuracy of such calculations without independent
verification. The Trustee will forward the Company's calculations to any Holder
upon the request of such Holder.

         Section 15.08. Trust Indenture Act. This Indenture is hereby made
subject to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided that unless otherwise required by law, notwithstanding
the foregoing, this Indenture and the Notes issued hereunder shall not be
subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section
314 of the Trust Indenture Act as now in effect or as hereafter amended or
modified; provided further that this Section 15.08 shall not require this
Indenture or the Trustee to be qualified under the Trust Indenture Act prior to
the time such qualification is in fact required under the terms of the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to the Indenture that any such qualification is required prior to such
time. If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in an indenture qualified
under the Trust Indenture Act, such required provision shall control.

         Section 15.09. No Security Interest Created. Except as provided in
Section 7.06, nothing in this Indenture or in the Notes, expressed or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction in which property of the Company or its subsidiaries
is located.

         Section 15.10. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto, any Paying Agent, any authenticating agent, any Note Registrar and their
successors hereunder and the holders of Notes any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         Section 15.11. Table of Contents, Headings, Etc. The table of contents
and the titles and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

         Section 15.12. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.04, 2.05, 2.06, 2.07, 3.02 and 3.08, as fully to all

                                       78
<PAGE>

intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 7.09.

         Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 15.12, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible under this Section 15.12,
the Trustee shall either promptly appoint a successor authenticating agent or
itself assume the duties and obligations of the former authenticating agent
under this Indenture and, upon such appointment of a successor authenticating
agent, if made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Note Register.

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

         The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section
15.12 shall be applicable to any authenticating agent.

         Section 15.13. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

         Section 15.14. Severability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         Section 15.15. Waiver of Jury Trial. EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

                                       79
<PAGE>

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.

         Section 15.16. Force Majeure. In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.

         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.

         [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       80
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                                             THE TOWN AND COUNTRY TRUST

                                             By: /s/ Alan W. Lasker
                                                --------------------------------
                                                 Name: Alan W. Lasker
                                                 Title: Senior Vice President,
                                                        Chief Financial Officer

                                             THE BANK OF NEW YORK, as Trustee


                                             By: /s/ Geovanni Barris
                                                --------------------------------
                                                 Name: Geovanni Barris
                                                 Title: Vice President

                                       81
<PAGE>

                                                                       EXHIBIT A

[Include only for Global Notes:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITORY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[Include only for Notes that are Restricted Securities]

[THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH
EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS
ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER
OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, OR (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE COMPANY SO REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A
CERTIFICATION OF THE TRANSFEROR THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY

<PAGE>

STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM
IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN (A)
ABOVE.]

THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
AGREEMENT DATED AUGUST 4, 2003 AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND
BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

                                      A-2

<PAGE>

                           THE TOWN AND COUNTRY TRUST

                     5.375% CONVERTIBLE SENIOR NOTE DUE 2023

                                                                CUSIP: 892081AA8

No. [___]                                                           $[_________]

         The Town and Country Trust, a real estate investment trust duly
organized and validly existing under the laws of the State of Maryland (herein
called the "COMPANY", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [_______]. or its registered assigns, the principal sum of
[_______________________] on August 15, 2023 at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually on February 15 and August 15 of each
year, commencing February 15, 2004, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum of 5.375%, from the
February 15 or August 15, as the case may be, immediately preceding the date to
which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from
the date of this Note, or unless no interest has been paid or duly provided for
on the Notes, in which case from August 4, 2003 until payment of said principal
sum has been made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after any February 1 or August 1, as the case may be, and before
the following February 15 or August 15, this Note shall bear interest from such
February 15 or August 15; provided that if the Company shall default in the
payment of interest due on such February 15 or August 15, then this Note shall
bear interest from the next preceding February 15 or August 15 to which interest
has been paid or duly provided for; and provided further that if no interest has
been paid or duly provided for on this Note, then this Note shall bear interest
from August 4, 2003. Except as otherwise provided in the Indenture, the interest
payable on this Note pursuant to the Indenture on any February 15 or August 15
will be paid to the Person entitled thereto as it appears in the Note Register
at the close of business on the Regular Record Date, which shall be the February
1 or August 1 (whether or not a Business Day) immediately preceding such
February 15 or August 15, as provided in the Indenture; provided that any such
interest not punctually paid or duly provided for shall be payable as provided
in the Indenture. The Company shall pay interest (i) on any Notes in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Note Register (or, upon written notice, by wire transfer in
immediately available funds, if such Person is entitled to interest on Notes
with an aggregate principal amount in excess of $2,000,000) or (ii) on any
Global Note by wire transfer of immediately available funds to the account of
the Depositary or its nominee.

         The Company promises to pay interest on overdue principal and (to the
extent that payment of such interest is enforceable under applicable law)
Interest at the rate of 5.375%, per annum, compounded semi-annually.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, including, without limitation, provisions giving the holder
of this Note the right to convert this

                                      A-3
<PAGE>

Note into Common Shares of the Company on the terms and subject to the
limitations referred to on the reverse hereof and as more fully specified in the
Indenture. Such further provisions shall for all purposes have the same effect
as though fully set forth herein.

         This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York (including Section 5-1401 of
the New York General Obligations Law or any successor to such statute).

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

                                      A-4
<PAGE>

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

                                             THE TOWN AND COUNTRY TRUST

                                             By: _______________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

THE BANK OF NEW YORK,
    as Trustee

By: ________________________________
      Authorized Signatory

Dated: [__________]

                                      A-5
<PAGE>

                             FORM OF REVERSE OF NOTE

                           THE TOWN AND COUNTRY TRUST

                     5.375% CONVERTIBLE SENIOR NOTE DUE 2023

         This Note is one of a duly authorized issue of Notes of the Company,
designated as its 5.375% Convertible Senior Notes due 2023 (herein called the
"NOTES"), limited in aggregate principal amount to $74,750,000, issued and to be
issued under and pursuant to an Indenture dated as of August 4, 2003 (herein
called the "INDENTURE"), between the Company and The Bank of New York, as
trustee (herein called the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Notes.

         In case an Event of Default shall have occurred and be continuing, the
principal of and accrued Interest on all Notes may be declared by either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Notes then outstanding, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) reduce the percentage in principal amount of
the Notes whose holders must consent to an amendment, (ii) reduce the rate of or
extend the time for payment of Interest on the Notes or reduce the amount of any
Interest payment to be made with respect to the Notes and to alter the manner of
calculation or rate of Additional Amounts payable on any Note or extend the time
for payment of any such amount, (iii) reduce the principal of or change the
Stated Maturity of principal of the Notes, (iv) reduce the Redemption Price,
Purchase Price (including upon the occurrence of a Fundamental Change) or change
the time at which or circumstances under which the Notes may or shall be
redeemed or purchased, (v) change the currency in which any Note is payable,
(vi) make any change in the provisions of the Indenture relating to waivers of
defaults or amendments that require unanimous consent, (vii) change any
obligation of the Company to maintain an office or agency in the places and for
the purposes specified in the Indenture, (viii) change any place of payment
where any Note or interest thereon is payable, (ix) make any change that
adversely affects the conversion rights of the holders of the Notes, (x) impair
the right to institute suit for the enforcement of any payment with respect to
the Notes, or with respect to conversion of the Notes, or (xi) modify any of the
foregoing provisions of the Indenture, except to increase the percentage in
principal amount of Notes whose holders must consent to an amendment or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the holder of each outstanding Note affected by
the modification or waiver. Subject to the provisions of the Indenture, the
holders of a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the holders of all of the Notes waive any past
default or Event of Default under the Indenture and its

                                      A-6
<PAGE>

consequences except (A) a default in the payment of Interest on or the principal
of any of the Notes, (B) a failure by the Company to convert any Notes into
Common Shares in accordance with the terms of the Indenture, (C) a default in
the payment of the Redemption Price pursuant to Article 3 of the Indenture, (D)
a default in the payment of the Company Purchase Price or Fundamental Change
Purchase Price pursuant to Article 3 of the Indenture, or (E) a default in
respect of a covenant or provisions of the Indenture which under Article 10 of
the Indenture cannot be modified or amended without the consent of the holders
of each or all Notes then outstanding or affected thereby. Any such consent or
waiver by the holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all future holders and
owners of this Note and any Notes which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and Interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.

         Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

         The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

         At any time on or after August 21, 2010 and prior to maturity, the
Notes may be redeemed at the option of the Company, in whole or in part, in cash
upon mailing a notice of such redemption not less than 30 days but not more than
60 days before the Redemption Date to the holders of Notes at their last
registered addresses, all as provided in the Indenture, at a Redemption Price
equal to 100% of the principal amount of Notes being redeemed plus accrued and
unpaid Interest to, but excluding, the Redemption Date; provided that if the
Redemption Date is a February 15 or August 15, then the Interest payable on such
date shall be paid to the holder of record on the preceding February 1 or August
1, respectively.

         In no event will any Security be redeemable at the option of the
Company before August 21, 2010.

         The Company may not give notice of any redemption of the Notes if a
default in the payment of Interest on the Notes has occurred and is continuing.

         The Notes are not subject to redemption through the operation of any
sinking fund.

         If a Fundamental Change occurs at any time prior to August 15, 2008,
this Note will be redeemable on a Fundamental Change Purchase Date, specified by
the Company, which shall be

                                      A-7
<PAGE>

no later than 20 Business Days after notice thereof, at the option of the holder
of this Note at a Fundamental Change Purchase Price equal to 100% of the
principal amount thereof, together with accrued Interest to (but excluding) the
Fundamental Change Purchase Date; provided that if such Fundamental Change
Purchase Date falls after a record date and on or prior to the corresponding
Interest Payment Date, the Interest payable on such Interest Payment Date shall
be paid to the holder of record of this Note on the preceding February 1 or
August 1, respectively. The Notes will be redeemable in multiples of $1,000
principal amount. The Company shall mail to all holders of record of the Notes a
notice of the occurrence of a Fundamental Change and of the purchase right
arising as a result thereof on or before the 20th Business Day after the
occurrence of such Fundamental Change. For a Note to be so purchased at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, such Note with the form entitled "FORM OF FUNDAMENTAL CHANGE PURCHASE
ELECTION" on the reverse thereof duly completed, together with such Note, duly
endorsed for transfer, at any time from the time of receipt of a Fundamental
Change Purchase Notice until the close of business on or before the Fundamental
Change Purchase Date.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the holder, all or any portion of
the Notes held by such holder on August 15, 2008, August 15, 2010, August 15,
2013 and August 15, 2018 in integral multiples of $1,000 at a Company Purchase
Price equal to 100% of the principal amount thereof, together with accrued
Interest to (but excluding) the Company Purchase Date. To exercise such right, a
holder shall deliver to the Company such Note with the form entitled "FORM OF
COMPANY PURCHASE ELECTION" on the reverse thereof duly completed, together with
the Note, duly endorsed for transfer, at any time from the opening of business
on the 20th Business Day preceding the Company Purchase Date until the close of
business on the Business Day immediately preceding the Company Purchase Date,
and shall deliver the Notes to the Trustee (or other Paying Agent appointed by
the Company) as set forth in the Indenture.

         The Company Purchase Price to be paid on any of August 15, 2008, August
15, 2010, August 15, 2013 or August 15, 2018 and the Fundamental Change Purchase
Price to be paid on any Fundamental Change Purchase Date may be paid, at the
option of the Company, in cash or by the issuance and delivery of Common Shares
(valued at 98.5% of the Market Price), or in any combination thereof, subject to
the terms and conditions of the Indenture.

         Holders have the right to withdraw any Purchase Election by delivering
to the Trustee (or other Paying Agent appointed by the Company) a written notice
of withdrawal up to the close of business on the Business Day immediately
preceding the Purchase Date, all as provided in the Indenture.

         If cash or securities sufficient to pay the Purchase Price with respect
to all Notes or portions thereof to be purchased as of any Purchase Date are
deposited with the Trustee (or other Paying Agent appointed by the Company),
then on and after such Purchase Date, Interest will cease to accrue on such
Notes (or portions thereof), and the holder thereof shall have no other rights
as such, other than the right to receive the Purchase Price upon surrender of
such Note.

                                      A-8
<PAGE>

         Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to the Stated Maturity of the Notes, the
holder hereof has the right, at its option, to convert each $1,000 principal
amount of the Notes into 39.20185 of the Company's Common Shares (an initial
Conversion Price of $25.509 per share), as such shares shall be constituted at
the date of conversion and subject to adjustment from time to time as provided
in the Indenture, upon surrender of this Note with the form entitled "FORM OF
CONVERSION NOTICE" on the reverse hereof duly completed, to the Company at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, or at the option of such holder, the Corporate Trust
Office, and, unless the Common Shares issuable on conversion are to be issued in
the same name as this Note, duly endorsed by, or accompanied by instruments of
transfer in form satisfactory to the Company duly executed by, the holder or by
his duly authorized attorney. The Company will notify the holder thereof of any
event triggering the right to convert the Notes as specified above in accordance
with the Indenture.

         If the Company (i) is a party to a consolidation, merger, statutory
share exchange or combination, (ii) reclassifies the Common Shares, or (iii)
sells or conveys its properties and assets substantially as an entirety to any
Person, the right to convert a Security into Common Shares 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.

         No adjustment in respect of Interest on any Note converted or dividends
on any shares issued upon conversion of such Note will be made upon any
conversion except as set forth in the next sentence. If this Note (or portion
hereof) is surrendered for conversion during the period from the close of
business on any record date for the payment of Interest to the close of business
on the Business Day preceding the following Interest Payment Date and has not
been called for redemption by the Company on a Redemption Date that occurs
during such period, this Note (or portion hereof being converted) must be
accompanied by payment, in immediately available funds or other funds acceptable
to the Company, of an amount equal to the Interest otherwise payable on such
Interest Payment Date on the principal amount being converted; provided that no
such payment shall be required (1) if the Company has specified a Redemption
Date that is after a record date and prior to the next Interest Payment Date,
(2) if the Company has specified a Fundamental Change Purchase Date that is
during such period or (3) to the extent of any overdue Interest, if any overdue
Interest exists at the time of conversion with respect to such Note.

         No fractional Common Shares will be issued upon any conversion, but an
adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for conversion.

         A Note in respect of which a holder is exercising its right to require
the purchase by the Company upon a Fundamental Change or the purchase by the
Company on a Purchase Date may be converted only if such holder withdraws its
election to exercise such right in accordance with the terms of the Indenture.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Note or Notes of authorized denominations for
an equal aggregate principal amount will be

                                      A-9
<PAGE>

issued to the transferee in exchange thereof, subject to the limitations
provided in the Indenture, without charge except for any tax, assessment or
other governmental charge imposed in connection therewith.

         The Company, the Trustee, any authenticating agent, any Paying Agent,
any Conversion Agent and any Note Registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note Registrar) for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and none of the Company, the Trustee, any other
authenticating agent, any Paying Agent, other Conversion Agent, or any Note
Registrar shall be affected by any notice to the contrary. All payments made to
or upon the order of such registered holder shall, to the extent of the sum or
sums paid, satisfy and discharge liability for monies payable on this Note.

         No recourse for the payment of the principal of or Interest on this
Note, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or in any supplemental indenture or in this Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
organizer, shareholder, employee, agent, officer, trustee, director or
subsidiary, as such, past, present or future, of the Company or of any successor
entity, either directly or through the Company or any successor entity, whether
by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released, and any Persons dealing with the Company in any way shall look
only to the assets of the Company for the payment of any sum by the Company or
the performance of any obligation of the Company.

         Terms used in this Note and defined in the Indenture are used herein as
therein defined.

                                      A-10
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations.

<TABLE>
<S>          <C>                                                <C>
TEN COM -    as tenants in common                               UNIF GIFT MIN ACT -___ Custodian ___
TEN ENT -    as tenant by the entireties                        (Cust)       (Minor)
JT TEN -     as joint tenants with right of survivorship        under Uniform Gifts to Minors Act
             and not as tenants in common                       ___________________________
                                                                          (State)
</TABLE>

         Additional abbreviations may also be used though not in the above list.

                                      A-11
<PAGE>

                                     FORM OF
                                CONVERSION NOTICE

TO:      THE TOWN AND COUNTRY TRUST
         THE BANK OF NEW YORK

         Re: 5.375% Convertible Senior Notes due 2023

         The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into Common Shares of The Town
and Country Trust in accordance with the terms of the Indenture referred to in
this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. If shares or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of Interest, including Additional Amounts, if
any, accompanies this Note.

Dated: _______________________

                                             ____________________________

                                             ____________________________
                                             Signature(s)

                                      A-12
<PAGE>

                                             Signature(s) must be guaranteed by
                                             an "ELIGIBLE GUARANTOR INSTITUTION"
                                             meeting the requirements of the
                                             Note Registrar, which requirements
                                             include membership or participation
                                             in the Security Transfer Agent
                                             Medallion Program ("STAMP") or such
                                             other "SIGNATURE GUARANTEE PROGRAM"
                                             as may be determined by the Note
                                             Registrar in addition to, or in
                                             substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.

                                             ___________________________________
                                             Signature Guarantee

         Fill in the registration of Common Shares if to be issued, and Notes if
to be delivered, other than to and in the name of the registered holder:

___________________________________
(Name)

___________________________________
(Street Address)

___________________________________
(City, State and Zip Code)

___________________________________
Please print name and address

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

$__________________________________

Social Security or Other Taxpayer
Identification Number:

___________________________________

                                      A-13
<PAGE>

                                     FORM OF
                      FUNDAMENTAL CHANGE PURCHASE ELECTION

TO:      THE TOWN AND COUNTRY TRUST
         THE BANK OF NEW YORK

         Re: 5.375% Convertible Senior Notes due 2023

         The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from The Town and Country Trust (the "COMPANY")
as to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to purchase the entire principal amount of
this Note, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note at the price of 100% of such entire principal amount or portion thereof,
together with accrued Interest to, but excluding, the Fundamental Change
Purchase Date, to the registered holder hereof. Capitalized terms used herein
but not defined shall have the meanings ascribed to such terms in the Indenture.

         If the Company elects to pay the Fundamental Change Purchase Price, in
whole or in part, in Common Shares but such portion of the Fundamental Change
Purchase Price shall ultimately be paid to such holder entirely in cash because
any of the conditions to payment of the Fundamental Change Purchase Price in
Common Shares is not satisfied prior to the close of business on the Business
Day immediately preceding the Fundamental Change Purchase Date, the undersigned
registered owner elects:

[ ]      to withdraw this Fundamental Change Purchase Election as to $__________
         principal amount of the Notes to which this Fundamental Change Purchase
         Notice relates (Certificate Numbers: _____________________________), or

[ ]      to receive cash in respect of $_______________ principal amount of the
         Notes to which this Fundamental Change Purchase Election relates.

Dated: ____________________

                                             _______________________

                                             _______________________
                                             Signature(s)

                                      A-14
<PAGE>

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

Note Certificate Number (if applicable):

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

Social Security or Other Taxpayer Identification Number:

                                      A-15
<PAGE>

                                     FORM OF
                            COMPANY PURCHASE ELECTION

TO:      THE TOWN AND COUNTRY TRUST
         THE BANK OF NEW YORK

         Re: 5.375% Convertible Senior Notes due 2023

         The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from The Town and Country Trust (the "COMPANY")
regarding the right of holders to elect to require the Company to purchase the
Notes and requests and instructs the Company to purchase the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued Interest to, but excluding, the Company Purchase
Date, to the registered holder hereof. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture.

         If the Company elects to pay the Company Purchase Price, in whole or in
part, in Common Shares but such portion of the Company Purchase Price shall
ultimately be paid to such holder entirely in cash because any of the conditions
to payment of the Company Purchase Price in Common Shares is not satisfied prior
to the close of business on the Business Day immediately preceding the Company
Purchase Date, the undersigned registered owner elects:

[ ]      to withdraw this Company Purchase Election as to $__________ principal
         amount of the Notes to which this Company Purchase Notice relates
         (Certificate Numbers: ______________________________________________),
         or

[ ]      to receive cash in respect of $_______________ principal amount of the
         Notes to which this Company Purchase Election relates.

Dated: ____________________

                                             _______________________

                                             _______________________
                                             Signature(s)

                                      A-16
<PAGE>

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

Note Certificate Number (if applicable):

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

Social Security or Other Taxpayer Identification Number:

                                      A-17
<PAGE>

                                   ASSIGNMENT

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

         In connection with any transfer of the Note prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), the undersigned confirms that such
Note is being transferred:

[ ]      To The Town and Country Trust or a subsidiary thereof; or

[ ]      To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule 144A under
         the Securities Act of 1933, as amended; or

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

[ ]      Pursuant to a registration statement which has been declared effective
         under the Securities Act of 1933, as amended, and which continues to be
         effective at the time of transfer;

and unless the Note has been transferred to The Town and Country Trust or a
subsidiary thereof, the undersigned confirms that such Note is not being
transferred to an "affiliate" of the Company as defined in Rule 144 under the
Securities Act of 1933, as amended.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered holder thereof.

Dated: ____________________

                                             _______________________

                                             _______________________
                                             Signature(s)

                                      A-18
<PAGE>

                                             Signature(s) must be guaranteed by
                                             an "ELIGIBLE GUARANTOR INSTITUTION"
                                             meeting the requirements of the
                                             Note Registrar, which requirements
                                             include membership or participation
                                             in the Security Transfer Agent
                                             Medallion Program ("STAMP") or such
                                             other "SIGNATURE GUARANTEE PROGRAM"
                                             as may be determined by the Note
                                             Registrar in addition to, or in
                                             substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.

                                             ___________________________________
                                             Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Fundamental Change Purchase
Election, the Company Purchase Election or the Assignment must correspond with
the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.

                                      A-19
<PAGE>

                                                                      Schedule I

                   [Include Schedule I only for a Global Note]

                           THE TOWN AND COUNTRY TRUST
                     5.375% Convertible Senior Note due 2023

<TABLE>
<CAPTION>
                                                                           Authorized
                             Notation Explaining Principal Amount     Signature of Trustee
Date     Principal Amount                Recorded                         or Custodian
--------------------------------------------------------------------------------------------
<S>      <C>                 <C>                                      <C>
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
</TABLE>

                                      A-20