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                                                                  EXECUTION COPY

                                                                  EXHIBIT 4.2(a)
                              STEEL DYNAMICS, INC.

                            FIFTH THIRD BANK, INDIANA
                                   as Trustee

                                    INDENTURE

                                   Dated as of

                                December 23, 2002

                   4% CONVERTIBLE SUBORDINATED NOTES DUE 2012

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                                TABLE OF CONTENTS

                                                                                                                  PAGE

                                                       ARTICLE 1

                                                      DEFINITIONS

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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......................................................................................  11
Section 2.03. Date and Denomination of Notes; Payments of Interest...............................................  12
Section 2.04. Execution of Notes.................................................................................  13
Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer...........................  14
Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.........................................................  19
Section 2.07. Temporary Notes....................................................................................  20
Section 2.08. Cancellation of Notes..............................................................................  20
Section 2.09. CUSIP Numbers......................................................................................  21

                                                       ARTICLE 3

                                           REDEMPTION AND REPURCHASE OF NOTES

Section 3.01. Redemption of Notes................................................................................  21
Section 3.02. Notice of Optional Redemption; Selection of Notes..................................................  21
Section 3.03. Payment of Notes Called for Redemption by the Company..............................................  23
Section 3.04. Conversion Arrangement on Call for Redemption......................................................  23
Section 3.05. Redemption at Option of Holders upon a Fundamental Change..........................................  24
Section 3.06. Repurchase of Notes by the Company at Option of the Holder.........................................  26
Section 3.07. Company Repurchase Notice..........................................................................  27
Section 3.08. Effect of Repurchase Notice........................................................................  28
Section 3.09. Deposit of Purchase Price..........................................................................  29
Section 3.10. Notes Repurchased in Part..........................................................................  29
Section 3.11. Repayment to the Company...........................................................................  29

                                                       ARTICLE 4

                                                 CONTINGENT INTEREST

Section 4.01. Contingent Interest................................................................................  29
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Section 4.02. Payment of Contingent Interest.....................................................................  30
Section 4.03. Contingent Interest Notification...................................................................  30

                                                       ARTICLE 5

                                           PARTICULAR COVENANTS OF THE COMPANY

Section 5.01. Payment of Principal, Premium and Interest.........................................................  30
Section 5.02. Maintenance of Office or Agency....................................................................  30
Section 5.03. Appointments to Fill Vacancies in Trustee's Office.................................................  31
Section 5.04. Provisions as to Paying Agent......................................................................  31
Section 5.05. Existence..........................................................................................  32
Section 5.06. Maintenance of Properties..........................................................................  32
Section 5.07. Payment of Taxes and Other Claims..................................................................  32
Section 5.08. Rule 144A Information Requirement..................................................................  32
Section 5.09. Stay, Extension and Usury Laws.....................................................................  33
Section 5.10. Compliance Certificate.............................................................................  33
Section 5.11. Liquidated Damages Notice..........................................................................  33
Section 5.12. Contingent Debt Tax Treatment......................................................................  34
Section 5.13. Calculation of Tax Original Issue Discount.........................................................  35

                                                       ARTICLE 6

                              NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.01. Noteholders' Lists.................................................................................  35
Section 6.02. Preservation and Disclosure of Lists...............................................................  35
Section 6.03. Reports by Trustee.................................................................................  36
Section 6.04. Reports by Company.................................................................................  36

                                                       ARTICLE 7

                             REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 7.01. Events of Default..................................................................................  36
Section 7.02. Payments of Notes on Default; Suit Therefor........................................................  38
Section 7.03. Application of Monies Collected by Trustee.........................................................  40
Section 7.04. Proceedings by Noteholder..........................................................................  40
Section 7.05. Proceedings by Trustee.............................................................................  41
Section 7.06. Remedies Cumulative and Continuing.................................................................  41
Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.........................  41
Section 7.08. Notice of Defaults.................................................................................  42
Section 7.09. Undertaking to Pay Costs...........................................................................  42
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                                                       ARTICLE 8

                                                      THE TRUSTEE

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Section 8.01. Duties and Responsibilities of Trustee.............................................................  43
Section 8.02. Reliance on Documents, Opinions, Etc...............................................................  44
Section 8.03. No Responsibility for Recitals, Etc................................................................  45
Section 8.04. Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes...............................  45
Section 8.05. Monies to Be Held in Trust.........................................................................  46
Section 8.06. Compensation and Expenses of Trustee...............................................................  46
Section 8.07. Officers' Certificate as Evidence..................................................................  46
Section 8.08. Conflicting Interests of Trustee...................................................................  47
Section 8.09. Eligibility of Trustee.............................................................................  47
Section 8.10. Resignation or Removal of Trustee..................................................................  47
Section 8.11. Acceptance by Successor Trustee....................................................................  48
Section 8.12. Succession by Merger...............................................................................  49
Section 8.13. Preferential Collection of Claims..................................................................  49

                                                       ARTICLE 9

                                                   THE NOTEHOLDERS

Section 9.01. Action by Noteholders..............................................................................  49
Section 9.02. Proof of Execution by Noteholders..................................................................  50
Section 9.03. Who Are Deemed Absolute Owners.....................................................................  50
Section 9.04. Company-owned Notes Disregarded....................................................................  50
Section 9.05. Revocation of Consents, Future Holders Bound.......................................................  50

                                                       ARTICLE 10

                                                MEETINGS OF NOTEHOLDERS

Section 10.01. Purpose of Meetings...............................................................................  51
Section 10.02. Call of Meetings by Trustee.......................................................................  51
Section 10.03. Call of Meetings by Company or Noteholders........................................................  52
Section 10.04. Qualifications for Voting.........................................................................  52
Section 10.05. Regulations.......................................................................................  52
Section 10.06. Voting............................................................................................  52
Section 10.07. No Delay of Rights by Meeting.....................................................................  53

                                                       ARTICLE 11

                                                SUPPLEMENTAL INDENTURES

Section 11.01. Supplemental Indentures Without Consent of Noteholders............................................  53
Section 11.02. Supplemental Indenture with Consent of Noteholders................................................  54
Section 11.03. Effect of Supplemental Indenture..................................................................  55
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Section 11.04. Notation on Notes.................................................................................  56
Section 11.05. Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee.......................  56

                                                       ARTICLE 12

                                   CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.01. Company May Consolidate on Certain Terms..........................................................  56
Section 12.02. Successor to Be Substituted.......................................................................  57
Section 12.03. Opinion of Counsel to Be Given Trustee............................................................  57

                                                       ARTICLE 13

                                        SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.01. Discharge of Indenture............................................................................  57
Section 13.02. Deposited Monies to Be Held in Trust by Trustee...................................................  58
Section 13.03. Paying Agent to Repay Monies Held.................................................................  58
Section 13.04. Return of Unclaimed Monies........................................................................  58
Section 13.05. Reinstatement.....................................................................................  58

                                                       ARTICLE 14

                             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01. Indenture and Notes Solely Corporate Obligations..................................................  59

                                                       ARTICLE 15

                                                  CONVERSION OF NOTES

Section 15.01. Right to Convert..................................................................................  59
Section 15.02. Exercise of Conversion Privilege; Issuance of Common Stock on
               Conversion; No Adjustment for Interest or Dividends...............................................  61
Section 15.03. Cash Payments in Lieu of Fractional Shares........................................................  63
Section 15.04. Conversion Rate...................................................................................  63
Section 15.05. Adjustment of Conversion Rate.....................................................................  63
Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale.........................................  71
Section 15.07. Taxes on Shares Issued............................................................................  72
Section 15.08. Reservation of Shares, Shares to Be Fully Paid; Compliance with
               Governmental Requirements; Listing of Common Stock................................................  73
Section 15.09. Responsibility of Trustee.........................................................................  73
Section 15.10. Notice to Holders Prior to Certain Actions........................................................  74
Section 15.11. Future Stockholder Rights Plans...................................................................  75
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                                                       ARTICLE 16

                                                     SUBORDINATION

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Section 16.01. Securities Subordinate to Senior Debt.............................................................  75
Section 16.02. No Payments in Certain Circumstances; Payment Over of Proceeds upon Dissolution, Etc..............  75
Section 16.03. Trustee to Effectuate Subordination...............................................................  78
Section 16.04. No Waiver of Subordination Provisions.............................................................  78
Section 16.05. Notice to Trustee.................................................................................  79
Section 16.06. Reliance on Judicial Order of Certificate of Liquidating Agent....................................  79
Section 16.07. Trustee Not Fiduciary for Holders of Senior Debt..................................................  80
Section 16.08. Reliance by Holders of Senior Debt on Subordination Provisions....................................  80
Section 16.09. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights......................  80
Section 16.10. Article Applicable to Paying Agents...............................................................  80
Section 16.11. Certain Conversions and Repurchases Deemed Payment................................................  80

                                                       ARTICLE 17

                                                MISCELLANEOUS PROVISIONS

Section 17.01. Provisions Binding on Company's Successors........................................................  81
Section 17.02. Official Acts by Successor Corporation............................................................  81
Section 17.03. Addresses for Notices, Etc........................................................................  81
Section 17.04. Governing Law.....................................................................................  82
Section 17.05. Evidence of Compliance with Conditions Precedent, Certificates to Trustee.........................  82
Section 17.06. Legal Holidays....................................................................................  82
Section 17.07. Trust Indenture Act...............................................................................  82
Section 17.08. No Security Interest Created......................................................................  83
Section 17.09. Benefits of Indenture.............................................................................  83
Section 17.10. Table of Contents, Headings, Etc..................................................................  83
Section 17.11. Authenticating Agent..............................................................................  83
Section 17.12. Execution in Counterparts.........................................................................  84
Section 17.13. Severability......................................................................................  84

Annex 1
Exhibit A      Form of Note                                                                                       A-1
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<PAGE>
                                    INDENTURE

      INDENTURE dated as of December 23, 2002 between Steel Dynamics, Inc., an
Indiana corporation (hereinafter called the "COMPANY"), having its principal
office at 6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804, and
Fifth Third Bank, Indiana, a state banking association, as trustee hereunder
(hereinafter called the "TRUSTEE").

                                   WITNESSETH:

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 4% Convertible Subordinated Notes Due 2012
(hereinafter called the "NOTES"), in an aggregate principal amount not to exceed
$100,000,000 (or in the event that the Initial Purchasers, as defined herein,
exercise their option under the Purchase Agreement dated December 17, 2002 (the
"NOTE PURCHASE AGREEMENT") among them and the Company to purchase additional
Notes, in an aggregate principal amount not to exceed $125,000,000) 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 option to elect redemption upon a
fundamental change, a form of repurchase notice 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

<PAGE>

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.

      "ACCEPTED PURCHASED SHARES" has the meaning specified in Section 15.05(g).

      "ADJUSTMENT EVENT" has the meaning specified in Section 15.05(l).

      "ADMINISTRATIVE AGENT" means the Administrative Agent under the Senior
Credit Facility.

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

      "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.

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

      "BUSINESS DAY" means any day except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law, regulation or executive order to close.

      "CAPITALIZED LEASE" means, as applied to any person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such person.

      "CAPITALIZED LEASE OBLIGATIONS" means the discounted present value of the
rental obligations under a Capitalized Lease.

      "CLOSING SALE PRICE" of the shares of Common Stock on any date means the
closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the shares
of Common Stock are not listed on a United States national or regional
securities exchange, as reported by the Nasdaq or by the National Quotation
Bureau Incorporated. In the absence of such quotations, the Company shall be
entitled to determine the Closing Sale Price on the basis it


                                       2
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considers appropriate. The Closing Sale Price shall be determined without
reference to extended or after hours trading.

      "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created 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 STOCK" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 15.06, however, shares issuable on conversion of Notes shall include
only shares of the class designated as common stock of the Company at the date
of this Indenture (namely, the Common Stock, par value $0.01) or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

      "COMPANY" means the corporation named as the "COMPANY" in the first
paragraph of this Indenture, and, subject to the provisions of Article 12 and
Section 15.06, shall include its successors and assigns.

      "COMPANY REPURCHASE NOTICE" has the meaning specified in Section
3.07(b).

      "COMPANY REPURCHASE NOTICE DATE" has the meaning specified in Section
3.07(b).

      "CONTINGENT INTEREST" means interest that accrues and is payable as
provided in Article 4.

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

      "CONVERSION RATE" has the meaning specified in Section 15.04.

      "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 shall be administered, which office is,
at the date as of which this Indenture is dated, located at c/o Fifth Third
Bank, Indiana, c/o Computershare Trust Company of New York, Wall Street Plaza,
88 Pine Street, New York, New York 10005.

      "CURRENT MARKET PRICE" has the meaning specified in Section 15.05(h).

      "CUSTODIAN" means Fifth Third Bank, Indiana, as custodian with respect
to the Notes in global form, or any successor entity thereto.


                                       3
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      "DEBT" of any Person means, with respect to any Person at any date of
determination (without duplication):

            (a) all indebtedness of such Person for borrowed money;

            (b) all obligations of such Person evidenced by bonds, debentures,
      notes or other similar instruments;

            (c) all obligations of such Person in respect of bankers'
      acceptances, bank guarantees, letters of credit or other similar
      instruments (including reimbursement obligations with respect thereto, but
      excluding obligations with respect to letters of credit (including trade
      letters of credit and letters of credit in respect of workers'
      compensation, self insurance or banker's acceptance) securing obligations
      (other than obligations described in (a) or (b) above or (e), (f) or (g)
      below)) or accrued expense;

            (d) all obligations of such person to pay the deferred and unpaid
      purchase price of any property or services, except trade payables;

            (e) all Capitalized Lease Obligations;

            (f) all Debt of other persons secured by a Lien on any asset of such
      person, whether or not such Debt is assumed by such person; provided that
      the amount of such Debt shall be the lesser of (A) the fair market value
      of such asset at such date of determination and (B) the amount of such
      Debt;

            (g) all Debt of other persons Guaranteed by such person to the
      extent such Debt is Guaranteed by such person; and

            (h) all obligations of such person under (i) interest rate swap
      agreements, interest rate cap agreements and interest rate collar
      agreements, (ii) foreign exchange contracts and currency swap agreements
      and (iii) other agreements or arrangements entered into in the ordinary
      course of business designed to protect such person against fluctuations in
      interest rates or currency exchange rates;

provided, however, that Debt shall not include current accounts payable or other
accrued current liability arising in the ordinary course of business in
connection with the obtaining of materials or services.

      The amount of any Debt outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Debt issued with original issue
discount and (ii) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other Debt.

      "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.


                                       4
<PAGE>

      "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.

      "DESIGNATED SENIOR DEBT" means (i) any Senior Debt outstanding under
(a) the Senior Credit Facility and (b) the 9 1/2 Senior Notes and (ii) the
Company's obligations under any particular Senior Debt in which the instrument
creating or evidencing the same, or the assumption or guarantee thereof, or
related agreements or documents to which the Company is a party, expressly
provides that such indebtedness shall be "Designated Senior Debt" for purposes
of this Indenture (provided that no Senior Debt except the Senior Credit
Facility may exercise the rights of Designated Senior Debt in respect of a
Payment Blockage Notice pursuant to Section 16.02 in the event of a non-payment
default on Designated Senior Debt without the Company's prior written consent
delivered to the Trustee unless such right is provided for in the applicable
governing instrument or related agreements or documents). If any payment in
respect of Designated Senior Debt is rescinded or must otherwise be returned
upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
the reinstated Debt of the Company arising as a result thereof shall constitute
Designated Senior Debt of the Company effective as of the date of such recission
or return.

      "DETERMINATION DATE" has the meaning specified in Section 15.05(l).

      "EVENT OF DEFAULT" means any event specified in Section 7.01 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 TIME" has the meaning specified in Section 15.01(b).

      "EXPIRATION TIME" has the meaning specified in Section 15.05(f).

      "FAIR MARKET VALUE" has the meaning specified in Section 15.05(h).

      "FUNDAMENTAL CHANGE" means the occurrence of any transaction or event
in connection with which all or substantially all of the Common Stock shall be
exchanged for, converted into or acquired for or constitutes solely the right to
receive consideration (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination, reclassification,
recapitalization or otherwise) which is not all or substantially all common
stock that is (or, upon consummation of or immediately following such
transaction or event, which will be) listed on a United States national
securities exchange or approved (or, upon consummation of or immediately
following such transaction or event, which will be approved) for quotation on
the Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices.

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


                                       5
<PAGE>

      "FUNDAMENTAL CHANGE EXPIRATION TIME" has the meaning specified in
Section 3.05(b).

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

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

      "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such person (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt of such other
person (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services (unless such
purchase arrangements are on arm's-length terms and are entered into in the
ordinary course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise) or (2) entered into for purposes of assuring in any
other manner the obligee of such Debt of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part). The term
"Guarantee" used as a verb has a corresponding meaning.

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

      "INITIAL PURCHASERS" means Morgan Stanley & Co. Incorporated and Goldman,
Sachs & Co.

      "INTEREST" means, when used with reference to the Notes, any interest
payable under the terms of the Notes, including contingent interest, if any, and
Liquidated Damages, if any, payable under the terms of the Registration Rights
Agreement.

      "LIEN" means any pledge, mortgage, lien, security interest,
hypothecation, assignment for security interest or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any agreement to give a security interest or any Capitalized
Lease).

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

      "LIQUIDATED DAMAGES NOTICE" has the meaning specified in Section 5.11.

      "NON-ELECTING SHARE" has the meaning specified in Section 15.06.

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

      "NOTE PURCHASE AGREEMENT" has the meaning ascribed to such term in the
preamble to this Indenture.

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


                                       6
<PAGE>

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

      "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.

      "NOTICE DATE" means the date of mailing of the notice of redemption
pursuant to Section 3.02.

      "OFFER EXPIRATION TIME" has the meaning specified in Section 15.05(g).

      "OFFICERS' CERTIFICATE", when used with respect to the Company, means a
certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President or 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 or any Assistant Treasurer, or the Secretary of the Company.

      "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.

      "OUTSTANDING", when used with reference to Notes and subject to the
provisions of Section 9.04, 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 13;

            (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 Stock pursuant to Article 15 and
      Notes deemed not outstanding pursuant to Article 3.

      "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.

      "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


                                       7
<PAGE>

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.

     "PREMIUM" means any premium payable under the terms of the Notes.

     "PURCHASED SHARES" has the meaning specified in Section 15.05(f).

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

     "RECORD DATE", with respect to any interest payment date, has the meaning
specified in Section 2.03.

     "RECORD DATE" has the meaning specified in Section 15.05(h).

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of December 23, 2002, between the Company and the Initial Purchasers,
as amended from time to time in accordance with its terms.

     "REPURCHASE DATE" has the meaning specified in Section 3.06.

     "REPURCHASE NOTICE" has the meaning specified in Section 3.06.

     "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of any familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

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

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

     "SECURITIES" has the meaning specified in Section 15.05(d).

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

     "SENIOR CREDIT FACILITY" means (a) the Credit Agreement dated as of March
26, 2002, among the Company, the Lenders defined therein, JPMorgan Chase Bank,
as administrative agent for the Lenders thereunder, General Electric Capital
Corporation, as documentation agent, and Morgan Stanley Senior Funding, Inc., as
arranger and syndication agent, as amended by a first amendment dated as of
August 26, 2002 and a second amendment dated as of December 16, 2002, as such
agreement is further amended, supplemented, extended, restated, renewed or
otherwise modified from time to time, and any refinancing, replacement or
substitution thereof or therefor, or of or for any previous refinancing,
replacement or substitution and (b) the other


                                        8
<PAGE>

 Loan Documents (as defined in the Senior Credit Facility) and any other
 document or instrument entered into in connection therewith.

            "SENIOR DEBT" means:

                  (1) all Debt of the Company outstanding, from time to time,
            under the Senior Credit Facility and all hedging obligations with
            respect thereto;

                  (2) the 9 1/2% Senior Notes and any other Debt of the Company,
            unless the instrument under which such Debt is created, incurred,
            assumed or guaranteed expressly provides that it is subordinated to
            any Senior Debt or on a parity with or subordinated in right of
            payment to the Notes; and

                  (3) all obligations with respect to the items listed in the
            preceding clauses (1) and (2), including, without limitation,
            principal, premium, interest (including, without limitation,
            interest, as provided in the Senior Credit Agreement, accruing after
            the filing of a petition initiating any proceeding referred to in
            Section 7.01 (e) or 7.01(f), whether or not such interest accrues
            after the filing of such petition for purposes of Title 11 of the
            United States Code or is an allowed claim in such proceeding), rent,
            fees, costs, expenses and other amounts accrued.

            Notwithstanding anything to the contrary in the preceding, Senior
Debt will not include:

                  (1)   any liability for federal, state, local or other taxes
                        owed or owing;

                  (2)   any intercompany Debt of the Company or any of its
                        Subsidiaries;

                  (3)   the Notes; and

                  (4)   Debt which, when incurred and without respect to any
                        election under section 1111 (b) of Title 11, United
                        States Code, is without recourse to the Company or any
                        of its Subsidiaries.

            "SIGNIFICANT SUBSIDIARY" means, as of any date of determination, a
Subsidiary of the Company that would constitute a "SIGNIFICANT SUBSIDIARY" as
such term is defined under Rule 1-02(w) of Regulation S-X of the Commission as
in effect on the date of this Indenture.

            "SUBORDINATED DEBT" has the meaning specified in Section 16.01.

            "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 one or more subsidiaries of such Person (or any combination thereof).


                                        9
<PAGE>

            "TAX ORIGINAL ISSUE DISCOUNT" means the amount of ordinary interest
income on a Note that must be accrued as original issue discount for United
States Federal income tax purposes pursuant to U.S. Treasury Regulation section
1.1275-4.

            "TRADING DAY" has the meaning specified in Section 15.05(h).

            "TRADING PRICE" means, on any date, the average of the secondary
market bid quotations for the Notes obtained by the Trustee for $10,000,000
principal amount of Notes at approximately 3:30 p.m., New York City time, on
such date from three independent nationally recognized securities dealers in The
City of New York (none of which shall be an Affiliate of the Company) selected
by the Company; provided that if at least three such bids cannot reasonably be
obtained by the Trustee, but two bids are obtained, then the average of the two
bids shall be used, and if only one such bid can reasonably be obtained by the
Trustee, one bid shall be used; and provided further that if the Trustee cannot
reasonably obtain at least one bid for $10,000,000 principal amount of Notes
from a nationally recognized securities dealer or, in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Notes, then the Trading Price per $1,000 principal amount of Notes shall be
deemed to the product of (a) the Conversion Rate in effect as of such
determination date and (b) the average Closing Sale Price of the Common Stock
for the five Trading Days ending on such determination date, appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during such five Trading Day period and ending on
such determination date, of any event described in Sections 15.05 and 15.06.

            "TRIGGER EVENT" has the meaning specified in Section 15.05(d).

            "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 11.03 and 17.07; provided that if the Trust Indenture Act of 1939 is
amended after the date hereof, the term "TRUST INDENTURE ACT" shall mean, to the
extent required by such amendment, the Trust Indenture Act of 1939 as so
amended.

            "Trustee" means Fifth Third Bank, Indiana, 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.

            "9 1/2% SENIOR NOTES" means the 9 1/2% Senior Notes due 2009 issued
by the Company in an aggregate principal amount of $200 million pursuant to an
Indenture, dated as of March 26, 2002, among the Company and Fifth Third Bank,
Indiana, as amended or supplemented from time to time.

                                    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 "4% CONVERTIBLE SUBORDINATED NOTES DUE 2012". Notes not to
exceed the aggregate principal amount of $100,000,000, or in the event that the
Initial Purchasers exercise their option under the


                                       10
<PAGE>

Note Purchase Agreement to purchase additional Notes, in an aggregate principal
amount not to exceed $125,000,000 (except pursuant to Sections 2.05, 2.06, 3.03,
3.05 and 15.02 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, Chief Executive Officer, President or 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 or any Assistant Treasurer or the
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 or 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 owners of a Global Note shall not be
entitled to have certificates registered in their names, will not receive or be
entitled to receive physical delivery of certificates in definitive form and
will not be considered holders of such Global Note.

            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, repurchases,
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


                                       11
<PAGE>

Indenture. Payment of principal of and interest and premium, if any, 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 any record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date, except that the interest payable upon
redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the Repurchase 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 record
date). Notwithstanding the foregoing, if any Note (or portion thereof) is
converted into Common Stock during the period after a record date for the
payment of interest to, but excluding, the next succeeding interest payment date
and such Note (or portion thereof) has been called or tendered for redemption or
repurchase on a redemption or repurchase 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). 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; provided that if any
holder of Notes with an aggregate principal amount in excess of $2.0 million
shall request in writing, the Company shall pay interest on such holder's Notes
by wire transfer of immediately available funds to the account designated by
such holder, or (ii) on any Global Note by wire transfer of immediately
available funds to the account of the Depositary or its nominee. The term
"RECORD DATE" with respect to any interest payment date shall mean the June 1 or
December 1 preceding the applicable June 15 or December 15 interest payment
date, respectively.

            Any interest on any Note which is payable, but is not punctually
paid or duly provided for, on any June 15 or December 15 (herein called
"DEFAULTED INTEREST") shall forthwith cease to be payable to the Noteholder on
the relevant record date by virtue of his having been 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 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



                                       12
<PAGE>

            or shall make arrangements satisfactory to the Trustee for such
            deposit on or prior to the date of the proposed payment, such money
            when deposited to be held in trust for the benefit of the Persons
            entitled to such Defaulted Interest as in this clause provided.
            Thereupon the Trustee shall fix a special record date 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
Chairman of the Board, Chief Executive Officer, President or any Vice President
(whether or not designated by a number or numbers or word or words added before
or after the title "VICE PRESIDENT") and attested by the manual or facsimile
signature of its Secretary or any of its Assistant Secretaries or its Treasurer
or any of its Assistant Treasurers (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise). 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
17.11), 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.

            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


                                       13
<PAGE>

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 5.02
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 of Notes and of transfers 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 5.02.

            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 5.02. 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, repurchase 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, and
the Notes shall be 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.

            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 3.02, (c)
any Notes or portions thereof surrendered for conversion pursuant


                                       14
<PAGE>

to Article 15, (d) any Notes or portions thereof tendered for redemption (and
not withdrawn) pursuant to Section 3.05 or (e) any Notes or portions thereof
tendered for repurchase (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 Note 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.

                        (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
            in definitive, fully registered form, without interest coupons.


                                       15
<PAGE>

                        (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 holder of any Note.

                        (vi) At such time as all interests in a Global Note have
            been redeemed, repurchased, 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, repurchased, 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 Stock issued upon conversion of the Notes and required to bear
the legend set forth in this Section 2.05(c), 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 Note holder's acceptance
thereof, agrees to be bound by all such restrictions on transfer. As used in
Sections 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 Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in this Section
2.05(c), if applicable) shall bear a legend in substantially the following form,
unless such Note has been sold pursuant to a registration statement that has
been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer), or unless otherwise agreed by the
Company in writing, with written notice thereof to the Trustee:

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD


                                       16
<PAGE>

EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS NOTE EXCEPT (A) TO STEEL DYNAMICS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES
TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER
THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) ABOVE), IT WILL FURNISH TO THE FIFTH
THIRD BANK, INDIANA, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND
WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE
(2)(D) ABOVE OR UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTION.

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX
PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE ISSUE PRICE OF EACH NOTE IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE
DATE IS DECEMBER 23, 2002 AND THE COMPARABLE YIELD IS 9.25%, COMPOUNDED
SEMI-ANNUALLY. HOLDERS OF THIS NOTE MAY OBTAIN INFORMATION REGARDING THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE
FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: STEEL
DYNAMICS, INC., CHIEF FINANCIAL OFFICER, 6714 POINTE INVERNESS WAY, SUITE 200,
FORT WAYNE, INDIANA 46804.

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


                                       17
<PAGE>

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 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 Stock issued upon conversion of any
Note shall bear a legend in substantially the following form, unless such Common
Stock has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer) or such Common Stock has been issued upon conversion of
Notes that have been transferred pursuant to a registration statement that has
been declared effective under the Securities Act, or unless otherwise agreed by
the Company in writing with written notice thereof to the transfer agent:

THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT, UNTIL THE EXPIRATION
OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE COMMON STOCK EVIDENCED HEREBY
UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), (1) IT
WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT
(A) TO STEEL DYNAMICS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
COMPLIANCE WITH RULE 144A, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2)
PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(D) ABOVE),
IT WILL FURNISH TO EQUISERVE TRUST COMPANY, N.A., AS TRANSFER AGENT (OR A
SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT
WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS
TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(D) ABOVE) A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE
(1)(D) ABOVE OR UPON ANY


                                       18
<PAGE>

TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

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

            (e) Any Note or Common Stock 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 Stock, as
the case may be, no longer being "RESTRICTED SECURITIES" (as defined under Rule
144).

      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 tendered for redemption upon a Fundamental
Change (and not withdrawn) or has been surrendered for repurchase on a
Repurchase Date (and not withdrawn) or is to be converted into Common Stock
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
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


                                       19
<PAGE>

indemnity as may be required by them to save each of them harmless for 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 repurchase 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 repurchase 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 an 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 5.02 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, repurchase, 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 acquisition shall not operate as a redemption,
repurchase or satisfaction of the indebtedness represented by such Notes unless
and until the same are delivered to the Trustee for cancellation.


                                       20
<PAGE>

      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.

                                    ARTICLE 3

                       REDEMPTION AND REPURCHASE OF NOTES

      Section 3.01. Redemption of Notes. Except as otherwise provided in Section
3.05, the Company may not redeem any Notes prior to December 18, 2007. At any
time on or after December 18, 2007 and prior to maturity, the Notes may be
redeemed at the option of the Company, in whole or in part, upon notice as set
forth in Section 3.02, at the redemption prices set forth in the form of Note
attached as Exhibit A hereto, together with accrued and unpaid interest, if any,
to, but excluding the date fixed for redemption; provided that if the applicable
redemption date is an interest payment date, the interest payable on such
interest payment date shall be payable to the holders of record of such Notes on
the applicable record date instead of the holders surrendering such Notes for
redemption on such date.

      Section 3.02. Notice of Optional Redemption; Selection of Notes. 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 for
redemption 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 date fixed for redemption, 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 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 notice, it shall also give written
notice of the redemption date to the Trustee. Such mailing shall be by first
class mail. The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the 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 other Note. Concurrently with the mailing of any such notice
of redemption, 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.

      Each such notice of redemption shall specify the aggregate principal
amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being
redeemed, the date fixed for redemption (which shall be a Business Day), the
redemption price at which Notes are to be redeemed, the place or places of
payment, that payment will be made upon presentation and


                                       21
<PAGE>

surrender of such Notes, that interest accrued to the date fixed for redemption
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 Stock will
expire. If fewer than all the Notes are to be redeemed, the notice of redemption
shall identify the Notes to be redeemed (including CUSIP numbers, if any). In
case any Note is to be redeemed in part only, the notice of redemption 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.

      On or prior to the redemption date specified in the notice of redemption
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
5.04) 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 Stock) at
the appropriate redemption price, together with accrued interest to, but
excluding, the redemption date; 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 in excess of amounts
required hereunder to pay the redemption price and accrued interest to, but
excluding, the redemption date. 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 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.

      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 the portion to be
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
notice of redemption.

      Upon any redemption of less than all of the outstanding Notes, the Company
and the Trustee may (but need not), solely for purposes of determining the pro
rata allocation among such Notes as are unconverted and outstanding at the time
of redemption, treat as outstanding any Notes surrendered for conversion during
the period of fifteen (15) days next preceding the mailing of a notice of
redemption and may (but need not) treat as outstanding any Note


                                       22
<PAGE>

authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

      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 Stock pursuant to the terms hereof, become due and payable
on the date fixed for redemption and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to
(but excluding) the redemption date, and on and after said date (unless the
Company shall default in the payment of such Notes at the redemption price,
together with interest accrued to said date) interest on the Notes or portion of
Notes so called for redemption shall cease to accrue and, after the close of
business on the Business Day immediately preceding the redemption date (unless
the Company shall default in the payment of such Notes at the redemption price,
together with interest accrued to said date) such Notes shall cease to be
convertible into Common Stock and, except as provided in Sections 8.05 and
13.04, 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 and unpaid interest to (but excluding) the
redemption date. On presentation and surrender of such Notes at a place of
payment in said notice specified, the said Notes or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to, but excluding, the redemption
date; provided that if the applicable redemption date is an interest payment
date, the interest payable on such interest payment date shall be payable to the
holders of record of such Notes on the applicable record date instead of the
holders surrendering such Notes for redemption on such 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 notice of redemption during the continuance of a default in payment of
interest or premium, if any, on the Notes. If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and
premium, if any, shall, until paid or duly provided for, bear interest from the
redemption date at a rate equal to 1 % per annum plus the rate borne by the Note
and such Note shall remain convertible into Common Stock until the principal and
premium, if any, 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 date fixed for redemption, an amount not less
than the applicable redemption price, together with interest accrued to, but
excluding, the date fixed for redemption, 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, together with interest
accrued to, but excluding, the date fixed for redemption, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such


                                       23
<PAGE>

purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the date fixed for redemption, 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 15) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the date fixed for redemption
(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 or obligations of the Trustee as set forth in this Indenture.

      Section 3.05. Redemption at Option of Holders upon a Fundamental Change.
(a) If there shall occur a Fundamental Change at any time prior to maturity of
the Notes, then each Noteholder shall have the right, at such holder's option,
to require the Company to redeem all of such holder's Notes, or any portion
thereof that is a multiple of $1,000 principal amount, on the date (the
"FUNDAMENTAL CHANGE REDEMPTION DATE") that is thirty (30) days after the date of
the Fundamental Change Notice (as defined in Section 3.05(b)) of such
Fundamental Change (or, if such 30th day is not a Business Day, the next
succeeding Business Day) at a redemption price equal to 100% of the principal
amount thereof, together with accrued interest to, but excluding, the
Fundamental Change Redemption Date; provided that if such Fundamental Change
Redemption Date is 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
applicable record date instead of the holders surrendering the Notes for
redemption on such date.

      Upon presentation of any Note redeemed in part only, the Company shall
execute and, upon the Company's written direction to the Trustee, 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
aggregate principal amount equal to the unredeemed portion of the Notes
presented.

            (b) On or before the tenth day after the occurrence of a Fundamental
Change, the Company or at its written request (which 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 in
writing to a shorter period), the Trustee, in the name of and at the expense of
the Company, shall mail or cause to be mailed to all holders of record on the
date of the Fundamental Change a notice (the "FUNDAMENTAL CHANGE NOTICE") of the
occurrence of such Fundamental Change and of the redemption right at the option
of the holders arising as a result thereof. Such notice shall be mailed in the
manner and with the effect set forth in the first paragraph of Section 3.02
(without regard for the time limits set forth therein). If the Company shall
give such notice, the Company shall also deliver a copy of the Fundamental
Change Company Notice to the Trustee at such time as it is mailed to
Noteholders. Concurrently with the mailing of any Fundamental Change Notice, the
Company shall issue a press release announcing such Fundamental Change referred
to in the Fundamental Change Notice, the form


                                       24
<PAGE>

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 Fundamental Change Notice or any
proceedings for the redemption of any Note which any Noteholder may elect to
have the Company redeem as provided in this Section 3.05.

      Each Fundamental Change Notice shall specify the circumstances
constituting the Fundamental Change, the Fundamental Change Redemption Date, the
price at which the Company shall be obligated to redeem Notes, that the holder
must exercise the redemption right on or prior to the close of business on the
Fundamental Change Redemption Date (the "FUNDAMENTAL CHANGE EXPIRATION TIME"),
that the holder shall have the right to withdraw any Notes surrendered prior to
the Fundamental Change Expiration Time, a description of the procedure which a
Noteholder must follow to exercise such redemption right and to withdraw any
surrendered Notes, the place or places where the holder is to surrender such
holder's Notes, the amount of interest accrued on each Note to the Fundamental
Change Redemption Date and the CUSIP number or numbers of the Notes (if then
generally in use).

      No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' redemption rights or affect the validity of
the proceedings for the redemption of the Notes pursuant to this Section 3.05.

            (c) For a Note, other than a Global Note to be so redeemed at the
option of the holder, 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 form entitled "OPTION TO ELECT
REPAYMENT UPON A FUNDAMENTAL CHANGE" on the reverse thereof duly completed,
together with such Notes duly endorsed for transfer, on or before the
Fundamental Change Expiration Time. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for
redemption shall be determined by the Company, whose determination shall be
final and binding absent manifest error.

            (d) On or prior to the Fundamental Change Redemption 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 5.04) an amount of money sufficient to redeem on
the Fundamental Change Redemption Date all the Notes to be redeemed on such date
at the appropriate redemption price, together with accrued interest to, but
excluding, the Fundamental Change Redemption Date; provided that if such payment
is made on the Fundamental Change 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. Payment for Notes surrendered for redemption (and not withdrawn)
prior to the Fundamental Change Expiration Time will be made promptly (but in no
event more than five (5) Business Days) following the Fundamental Change
Redemption Date by mailing checks for the amount payable to the holders of such
Notes entitled thereto as they shall appear in the Note register.

            (e) In the case of a reclassification, change, consolidation,
merger, combination, sale or conveyance to which Section 15.06 applies, in which
the Common Stock of the Company is changed or exchanged as a result into the
right to receive stock, securities or other property or assets (including cash),
which includes shares of Common Stock of the Company or shares of common stock
of another Person that are, or upon issuance will be, traded


                                       25
<PAGE>

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 repurchase the
Notes following a Fundamental Change, including without limitation the
applicable provisions of this Section 3.05 and the definitions of Common Stock
and Fundamental Change, 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 Stock
of the Company).

            (f) 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 redemption rights of the holders of Notes in
the event of a Fundamental Change.

      Section 3.06. Repurchase of Notes by the Company at Option of the Holder.
Notes shall be purchased by the Company pursuant to the terms of the Notes at
the option of the holder on December 15, 2009 (the "REPURCHASE DATE"), at a
purchase price of 100% of the principal amount. Interest on any Note tendered
for repurchase pursuant to this Section 3.06 will be paid to the holder of
record on December 1, 2009. Repurchases of Notes under this Section 3.06 shall
be made, at the option of the holder thereof, upon:

                  (a) delivery to the Trustee (or other paying agent appointed
      by the Company) by a holder of a duly completed notice (the "REPURCHASE
      NOTICE") in the form set forth on the reverse of the Note during the
      period beginning at any time from the opening of business on the date that
      is 20 Business Days prior to the Repurchase Date until the close of
      business on the Repurchase Date; and

                  (b) delivery or book-entry transfer of the Notes to the
      Trustee (or other paying agent appointed by the Company) at any time after
      delivery of the Repurchase Notice (together with all necessary
      endorsements) at the Corporate Trust Office, or any other office, of the
      Trustee (or other paying agent appointed by the Company) in the Borough of
      Manhattan as provided in Section 5.02, such delivery being a condition to
      receipt by the holder of the purchase price therefor; provided that such
      purchase price shall be so paid pursuant to this Section 3.06 only if the
      Note so delivered to the Trustee (or other paying agent appointed by the
      Company) shall conform in all respects to the description thereof in the
      related Repurchase Notice.

      The Company shall purchase from the holder thereof, pursuant to this
Section 3.06, a portion of a Note, if the principal amount of such portion is
$1,000 or a whole multiple of


                                       26
<PAGE>

$1,000. Provisions of this Indenture that apply to the purchase of all of a Note
also apply to the purchase of such portion of such Note.

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.06 shall be consummated by the delivery of the consideration to
be received by the holder promptly following the later of the Repurchase Date
and the time of the book-entry transfer or delivery of the Note.

      Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other paying agent appointed by the Company) the Repurchase
Notice contemplated by this Section 3.06 shall have the right to withdraw such
Repurchase Notice at any time prior to the close of business on the Repurchase
Date by delivery of a written notice of withdrawal to the Trustee (or other
paying agent appointed by the Company) in accordance with Section 3.08.

      The Trustee (or other paying agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Repurchase Notice or
written notice of withdrawal thereof.

      Section 3.07. Company Repurchase Notice. (a) The Notes to be repurchased
on the Repurchase Date pursuant to Section 3.06 will be paid for in cash.

      At least five (5) Business Days before the Company Repurchase Notice Date,
the Company shall deliver an Officers' Certificate to the Trustee specifying:

            (i) the information required by Section 3.07(b) in the Company
      Repurchase Notice, and

            (ii) whether the Company desires the Trustee to give the Company
      Repurchase Notice required by Section 3.07(b).

            (b) In connection with any repurchase of Notes, the Company shall,
no less than 20 Business Days prior to each Repurchase Date (the "COMPANY
REPURCHASE NOTICE DATE"), give notice to holders at their addresses shown in the
Note Register setting forth information specified in this Section 3.07(b) (the
"COMPANY REPURCHASE NOTICE"). The Company will also give notice to beneficial
owners as required by applicable law.

      Each Company Repurchase Notice shall:

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

            (2) include a form of Repurchase Notice;

            (3) state the name and address of the Trustee (or other paying agent
      or conversion agent appointed by the Company);

            (4) state that Notes must be surrendered to the Trustee (or other
      paying agent appointed by the Company) to collect the purchase price;


                                       27
<PAGE>

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

            (6) state the CUSIP number of the Notes.

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

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

      Section 3.08. Effect of Repurchase Notice. Upon receipt by the Trustee (or
other paying agent appointed by the Company) of the Repurchase Notice specified
in Section 3.06, the holder of the Note in respect of which such Repurchase
Notice was given shall (unless such Repurchase 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 receipt of
funds by the Trustee (or other paying agent appointed by the Company), promptly
following the later of (x) the Repurchase Date with respect to such Note
(provided the holder has satisfied the conditions in Section 3.06) 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 3.06. Notes
in respect of which a Repurchase Notice has been given by the holder thereof may
not be converted pursuant to Article 15 hereof on or after the date of the
delivery of such Repurchase Notice unless such Repurchase Notice has first been
validly withdrawn.

      A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Trustee (or other paying agent
appointed by the Company) in accordance with the Repurchase Notice at any time
prior to the close of business on the Repurchase Date, specifying:

            (a) 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,

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

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

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


                                       28


<PAGE>

      Section 3.09. Deposit of Purchase Price. (a) Prior to 10:00 a.m. (New York
City Time) on the Business Day following the Repurchase Date, the Company shall
deposit with the Trustee (or other paying agent appointed by the Company; or, if
the Company or a Subsidiary or an Affiliate of either of them is acting as the
paying agent, shall segregate and hold in trust as provided in Section 5.04) an
amount of cash (in immediately available funds if deposited on such Business
Day), sufficient to pay the aggregate purchase price of all the Notes or
portions thereof that are to be purchased as of the Repurchase Date.

            (b) If the Trustee or other paying agent appointed by the Company,
or the Company or a Subsidiary or Affiliate of either of them, if such entity is
acting as the paying agent, holds cash sufficient to pay the aggregate purchase
price of all the Notes, or portions thereof that are to be purchased as of the
Repurchase Date, on or after the Repurchase Date (i) the Notes will cease to be
outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all
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 repurchase
price upon delivery of the Notes.

      Section 3.10. Notes Repurchased in Part. Upon presentation of any Note
repurchased only in part, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of any authorized denomination, in
aggregate principal amount equal to the unrepurchased portion of the Notes
presented.

      Section 3.11. Repayment to the Company. The Trustee (or other paying agent
appointed by the Company) shall return to the Company any cash that remains
unclaimed as provided in Section 12 of the Notes, 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 3.09 exceeds the aggregate purchase price of the Notes or
portions thereof which the Company is obligated to purchase as of the Repurchase
Date then, unless otherwise agreed in writing with the Company, promptly after
the Business Day following the Repurchase Date, the Trustee shall return any
such excess to the Company together with interest, if any, thereon.

                                    ARTICLE 4

                               CONTINGENT INTEREST

      Section 4.01. Contingent Interest. Beginning with the six-month interest
period commencing December 15, 2007, the Company will pay contingent interest
during a six month interest period from December 15 to June 14 and June 15 to
December 14, if the Trading Price for each of the five Trading Days immediately
preceding the first day of the applicable six month interest period equals or
exceeds 120% of the principal amount of the Notes. During any six-month interest
period when contingent interest is payable, the contingent interest payable on
each $1,000 principal amount of Note shall equal 0.25% of the average Trading
Price for $1,000 principal amount of Notes during the five Trading Day measuring
period immediately preceding the beginning of applicable six-month interest
period used to determine whether contingent interest must be paid.


                                       29


<PAGE>

      Section 4.02. Payment of Contingent Interest. Contingent interest for any
six-month interest period shall be paid on the interest payment date immediately
following such six month interest period to the Person in whose name any Note
(or its Predecessor Note) is registered on the Note register at the close of
business on the record date with respect to such interest payment date.
Contingent interest due under this Article 4 shall be treated for all purposes
of this Indenture like any other interest accruing on the Notes.

      Section 4.03. Contingent Interest Notification. By the first Business Day
of a six-month interest period during which contingent interest will be paid,
the Company will disseminate a press release through Dow Jones & Company, Inc.
or Bloomberg Business News stating that contingent interest will be paid on the
Notes and identifying the six month interest period.

                                    ARTICLE 5

                       PARTICULAR COVENANTS OF THE COMPANY

      Section 5.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any (including the redemption price upon
redemption or the purchase price upon repurchase, in each case 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 5.02. 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 repurchase 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 or the
corporate trust office of the Trustee in the Borough of Manhattan which office
is located at Fifth Third Bank, Indiana, c/o Computershare Trust Company of New
York, Wall Street Plaza, 88 Pine Street, New York, New York 10005.

      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 for each of the aforesaid
purposes.


                                       30
<PAGE>

      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 8.10(a) and the third
paragraph of Section 8.11. 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 5.03. 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 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

      Section 5.04. 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 agent shall agree with the
Trustee, subject to the provisions of this Section 5.04:

            (1) that it will hold all sums held by it as such agent for the
      payment of the principal of and premium, if any, 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;

            (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 and premium, if any, 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,
premium, if any, 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, premium, if any, 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, premium, if any, 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, premium, if any, 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, premium, if any, or interest on the
Notes when the same shall become due and payable.

            (c) Anything in this Section 5.04 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 5.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or


                                       31
<PAGE>

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 5.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 5.04 is subject
to Sections 13.03 and 13.04.

      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 5.05. Existence. Subject to Article 12, 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 disadvantageous in
any material respect to the Noteholders.

      Section 5.06. Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any subsidiary and not
disadvantageous in any material respect to the Noteholders.

      Section 5.07. Payment of Taxes and Other Claims. The Company will pay or
discharge, or cause to be paid or discharged, before the same may become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamp taxes and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange, conversion, redemption or repurchase of any
Notes or with respect to this Indenture; provided that, in the case of clauses
(i) and (ii), the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim (A) if the
failure to do so will not, in the aggregate, have a material adverse impact on
the Company, or (B) if the amount, applicability or validity is being contested
in good faith by appropriate proceedings.

      Section 5.08. 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


                                       32


<PAGE>

available to any holder or beneficial holder of Notes or any Common Stock issued
upon conversion thereof which continue to be Restricted Securities in connection
with any sale thereof and any prospective purchaser of Notes or such Common
Stock 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 Stock and it will take
such further action as any holder or beneficial holder of such Notes or such
Common Stock may reasonably request, all to the extent required from time to
time to enable such holder or beneficial holder to sell its Notes or Common
Stock 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.
Upon the request of any holder or any beneficial holder of the Notes or such
Common Stock, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.

      Section 5.09. 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, premium,
if any, 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 5.10. 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, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer 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, forthwith 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 5.10 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.

      Section 5.11. Liquidated Damages Notice. In the event that the Company is
required to pay Liquidated Damages to holders of Notes pursuant to the
Registration Rights Agreement, the Company will provide written notice
("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen (15) days prior to the proposed payment date for
the Liquidated Damages, and the Liquidated Damages Notice shall set forth the


                                       33
<PAGE>

amount of Liquidated Damages to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or responsibility to any holder
of Notes to determine the Liquidated Damages, or with respect to the nature,
extent or calculation of the amount of Liquidated Damages when made, or with
respect to the method employed in such calculation of the Liquidated Damages.

      Section 5.12. Contingent Debt Tax Treatment. The Company agrees, and by
acceptance of a Note, each holder hereof is deemed to have agreed, with respect
to each of the matters set forth in (a) and (b) below, as follows:

            (a) Tax Treatment:

                  (i) to treat the Notes as indebtedness of the Company for all
            tax purposes;

                  (ii) to treat the Notes as indebtedness that is subject to the
            special regulations governing contingent payment debt instruments
            that are contained in U.S. Treasury Regulation section 1.1275-4; and

                  (iii) to treat any payment to and receipt by a holder of
            Common Stock upon conversion of a Note as a contingent payment under
            U.S. Treasury Regulation section 1.1275-4(b) that will result in an
            adjustment under U.S. Treasury Regulation section 1.1275-4(b)(3)(iv)
            and U.S. Treasury Regulation section 1.12754(b)(6).

            (b) Comparable Yield and Projected Payment Schedule. Solely for
      purposes of applying U.S. Treasury Regulation section 1.1275-4 to the
      Notes:

                  (i) for United States Federal Income tax purposes, the Company
            shall accrue interest with respect to outstanding Notes as Tax
            Original Issue Discount according to the "noncontingent bond
            method," as set forth in U.S. Treasury Regulation section
            1.1275-4(b);

                  (ii) the Company has determined that the comparable yield, as
            defined in U.S. Treasury Regulation section 1.1275-4(b)(4)(i), for
            the Notes is 9.25%, compounded semiannually;

                  (iii) the Company has determined that the projected payment
            schedule, as defined in U.S. Treasury Regulation section
            1.1275-4(b)(ii), for the Notes consists of the projected payment
            schedule referred to in (v) below;

                  (iv) the Company acknowledges and agrees, and each holder and
            any beneficial holder of the Note, by its purchase of a Note shall
            be deemed to acknowledge and agree that (A) the projected payment
            schedule is determined on a basis of an assumption of linear growth
            of stock price, (B) the comparable yield and the projected payment
            schedule are not determined for any purpose other than for the
            purpose of applying U.S. Treasury Regulation section 1.1275-4(b) to
            the


                                       34

<PAGE>

            Notes and (C) the comparable yield and the projected payment
            schedule do not constitute a projection or representation regarding
            the actual amounts payable on the Notes; and

                  (v) the projected payment schedule, as defined in U.S.
            Treasury Regulation section 1.1275-4(b)(4)(ii) for the Notes is set
            forth in Annex 1 hereto.

      Section 5.13. Calculation of Tax Original Issue Discount. The Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of Tax Original Issue Discount (including
daily rates and accrual periods) accrued on outstanding Notes as of the end of
such year and (ii) such other specific information relating to such Tax Original
Issue Discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                    ARTICLE 6

          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

      Section 6.01. 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 January 1 and July 1 in each year beginning
with January 1, 2003, 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 it 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 6.02. 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 6.01 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
6.01 upon receipt of a new list so furnished.

            (b) 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.

            (c) Every Noteholder, by receiving and holding the same, 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.


                                       35

<PAGE>

      Section 6.03. 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.

            (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 6.04. Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the 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. 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' Certificates).

                                    ARTICLE 7

         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

      Section 7.01. Events of Default. In case one or more of the following
Events 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, whether or not the payment is
                  prohibited by the provisions of Article 16 hereof; or

                        (b) default in the payment of the principal of or
                  premium, if any, on any of the Notes as and when the same
                  shall become due and payable either at maturity or in
                  connection with any redemption, repurchase or otherwise, in
                  each case pursuant to Article 3, by acceleration or otherwise,
                  whether or not the payment is prohibited by the provisions of
                  Article 16 hereof; or


                                       36

<PAGE>

                        (c) default in the payment of principal when due or a
            default resulting in acceleration of any of the Company's other
            indebtedness for borrowed money where the aggregate principal amount
            with respect to which the default or acceleration has occurred
            exceeds $10 million, and such acceleration has not been rescinded or
            annulled within a period of 30 days; or

                        (d) 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 7.01 specifically dealt with) continued
            for a period of thirty (30) 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 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 9.04;
            or

                        (e) the Company shall commence a voluntary case or other
            proceeding seeking liquidation, reorganization or other relief with
            respect to the Company or its 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 any substantial part of the
            property of the Company, 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 shall make a general assignment for the benefit of creditors, or
            shall fail generally to pay its debts as they become due; or

                        (f) an involuntary case or other proceeding shall be
            commenced against the Company seeking liquidation, reorganization or
            other relief with respect to the Company or its 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
            any substantial part of the property of the Company, and such
            involuntary case or other proceeding shall remain undismissed and
            unstayed for a period of ninety (90) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 7.01(e) or 7.01(f)), 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 amount of the Notes
then outstanding hereunder determined in accordance with Section 9.04, by notice
in writing to the Company (and to the Trustee if given by Noteholders), may
declare the principal of and premium, if any, on 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 7.01(e) or 7.01(f) 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


                                       37
<PAGE>

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 and premium, if any, on 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 and premium, if any,
at the rate borne by the Notes, to the date of such payment or deposit) and
amounts due to the Trustee pursuant to Section 8.06, and if any and all defaults
under this Indenture, other than the nonpayment of principal of and premium, if
any, and accrued interest on Notes which shall have become due by acceleration,
shall have been cured or waived pursuant to Section 7.07, 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 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 7.02. 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 a default shall be made in the payment of the
principal of or premium, if any, on any of the Notes as and when the same shall
have become due and payable, whether at maturity of the Notes or in connection
with any redemption or repurchase of the Notes, by 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 and premium, if any, or
interest, as the case may be, with interest upon the overdue principal and
premium, if any, 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, plus 1 % 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, attorneys and counsel, and
all other amounts due the Trustee under Section 8.06. Until such demand by the
Trustee, the Company may pay the principal of and premium, if any, 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


                                       38
<PAGE>

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 7.02, 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, premium, if any, 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 8.06, 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
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


                                       39
<PAGE>

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 7.03. Application of Monies Collected by Trustee. Any monies
collected by the Trustee pursuant to this Article 7 shall be applied in the
order following, 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
      8.06;

            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 Persons 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
      premium, if any, and interest with interest on the overdue principal and
      premium, if any, 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 premium, if any, and interest without preference or
      priority of principal and premium, if any, over interest or of interest
      over principal and premium, if any, 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 premium, if any, 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 7.04. 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 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 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 7.07; 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


                                       40
<PAGE>

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 7.04, 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 and premium, if any (including the redemption price upon redemption
pursuant to Article 7), and accrued interest on such Note, on or after the
respective due dates expressed in such Note or in the event of redemption or
repurchase, 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 7.05. 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 7.06. Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 7 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 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
7.04, every power and remedy given by this Article 7 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 7.07. 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 9.04 shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or


                                       41
<PAGE>

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 Noteholder 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 9.04 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 or premium, if any, on, or the
principal of, the Notes, (ii) a failure by the Company to convert any Notes into
Common Stock, (iii) a default in the payment of the redemption price pursuant to
Article 3, (iv) a default in the payment of the purchase price pursuant to
Article 3 or (v) a default in respect of a covenant or provisions hereof which
under Article 11 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 7.07, 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 7.08. Notice of Defaults. (a) 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 known to a
Responsible Officer, 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 premium, if any, 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.

            (b) The Company shall notify the holders of any Senior Debt if any
payment on the Notes is accelerated as a result of an Event of Default.

      Section 7.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, 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 7.09
(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 9.04, or to any
suit instituted by any Noteholder for the enforcement of the payment


                                       42
<PAGE>

of the principal of or premium, if any, 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 15.

                                    ARTICLE 8

                                   THE TRUSTEE

      Section 8.01. 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, 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 and willful misconduct
                  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;

                        (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 9.04 relating to the time, method and place


                                       43

<PAGE>

      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) 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;

                        (e) 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;

                        (f) 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; and

                        (g) the Trustee shall not be deemed to have knowledge of
      any Event of Default hereunder unless it shall have been notified in
      writing of such Event of Default by the Company or the holders of at least
      10% in aggregate principal amount of the Notes.

      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 against such risk or liability is
not reasonably assured to it.

      Section 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 8.01:

            (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, debenture, 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 Directors may be evidenced to 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;


                                       44
<PAGE>

            (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 stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture 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 8.03. 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 Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

      Section 8.04. 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.


                                       45

<PAGE>
         Section 8.05. Monies to Be Held in Trust. Subject to the provisions of
Section 13.04, 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 8.06. 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) 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 and
agent 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 the premises. The obligations of the Company under this
Section 8.06 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 of this Indenture.

         When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section 7.01
(d) or (e) 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.

         Section 8.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 8.01, 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.


                                       46
<PAGE>
         Section 8.08. 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 8.09. 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 8.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 8.10. 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 Directors, 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 7.09, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

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

         (i)      the Trustee shall fail to comply with Section 8.08 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

         (ii)     the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.09 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;


                                       47
<PAGE>
then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 7.09, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee; provided that
if no successor Trustee shall have been appointed and have accepted appointment
sixty (60) days after either the Company or the Noteholders has 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 and 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 any Noteholder, or if
such Trustee so removed or any Noteholder fails to act, the Company, upon the
terms and conditions and otherwise as in Section 8.10(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 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

         Section 8.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 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
8.06, 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 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 8.06.

         No successor trustee shall accept appointment as provided in this
Section 8.11 unless, at the time of such acceptance, such successor trustee
shall be qualified under the provisions of Section 8.08 and be eligible under
the provisions of Section 8.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 8.11, the Company (or the former trustee, at the written direction
of the Company) shall mail or cause


                                       48
<PAGE>
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 8.12. Succession by Merger. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation 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 corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 8.08 and eligible
under the provisions of Section 8.09.

         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 8.13. 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 9

                                 THE NOTEHOLDERS

         Section 9.01. 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 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 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 10, 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


                                       49
<PAGE>
as the record date for determining holders entitled to take such action. The
record date shall be not more than fifteen (15) days prior to the date of
commencement of solicitation of such action.

         Section 9.02. Proof of Execution by Noteholders. Subject to the
provisions of Sections 8.01, 8.02 and 10.05, 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 10.06.

         Section 9.03. 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, premium, if
any, and interest on such Note, for conversion of such Note and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
conversion agent nor any Note registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, 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 9.04. 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 9.04 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 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 8.01, 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 not listed therein are outstanding for the purpose of any
such determination.

         Section 9.05. Revocation of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this


                                       50
<PAGE>
Indenture in connection with such action, any holder of a Note which is shown by
the evidence to be included in the Notes the holders of which have 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 9.02, revoke such
action so far as 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 10

                             MEETINGS OF NOTEHOLDERS

         Section 10.01. 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 10 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 7;

         (2)      to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article 8;

         (3)      to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.02; 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 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.01, 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 9.01, 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.

         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.


                                       51
<PAGE>
         Section 10.03. Call of Meetings by Company or Noteholders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, 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
10.01, by mailing notice thereof as provided in Section 10.02.

         Section 10.04. 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 10.05. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable 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 think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.03, 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 principal amount of the Notes represented at the meeting and entitled to vote
at the meeting.

         Subject to the provisions of Section 9.04, 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 him; 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 him or instruments in writing as aforesaid duly designating him as
the proxy to vote on behalf of other Noteholders. Any meeting of Noteholders
duly called pursuant to the provisions of Section 10.02 or 10.03 may be
adjourned from time to time by the holders of a majority of the aggregate
principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

         Section 10.06. 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


                                       52
<PAGE>
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 10.02. 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 10.07. No Delay of Rights by Meeting. Nothing contained in this
Article 10 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 11

                             SUPPLEMENTAL INDENTURES

         Section 11.01. Supplemental Indentures Without Consent of Noteholders.
The Company, when authorized by the resolutions of the Board of Directors, 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)      make provision with respect to the conversion rights of the
holders of Notes pursuant to the requirements of Section 15.06 and the
redemption obligations of the Company pursuant to the requirements of Section
3.05(e);

         (b)      to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Notes, any property or assets;

         (c)      to evidence the succession of another Person to the Company,
or successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 12;

         (d)      to add to the covenants of the Company such further covenants,
restrictions or conditions as the Board of Directors and the Trustee shall
consider to be for the benefit of the holders of Notes, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several


                                       53
<PAGE>
remedies provided in this Indenture as herein set forth; provided that in
respect of any such additional covenant, restriction or condition, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

         (e)      to provide for the issuance under this Indenture of Notes in
coupon form (including Notes registrable as to principal only) and to provide
for exchangeability of such Notes with the Notes issued hereunder in fully
registered form and to make all appropriate changes for such purpose;

         (f)      to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture that shall not materially adversely
affect the interests of the holders of the Notes;

         (g)      to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes;

         (h)      to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualifications of
this Indenture under the Trust Indenture Act, or under any similar federal
statute hereafter enacted; or

         (i)       to make any other change that does not adversely affect any
right of the holders of Notes under this Indenture.

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors 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 affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
11.01 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 11.02.

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

         Section 11.02. Supplemental Indenture With Consent of Noteholders. With
the consent (evidenced as provided in Article 9) of the holders of at least a
majority in aggregate principal


                                       54
<PAGE>
amount of the Notes at the time outstanding, the Company, when authorized by the
resolutions of the Board of Directors, 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 holders of the Notes; provided that no
such supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption or repurchase thereof, or impair the right of any
Noteholder to institute suit for the payment thereof, or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
other than that provided in the Notes, or change the obligation of the Company
to redeem any Note on a redemption date in a manner adverse to the holders of
Notes, or change the obligation of the Company to redeem any Note upon the
happening of a Fundamental Change in a manner adverse to the holders of Notes,
or change the obligation of the Company to repurchase any Note on a Repurchase
Date in a manner adverse to the holders of Notes, or impair the right to convert
the Notes into Common Stock subject to the terms set forth herein, including
Section 15.06, or modify, in any material respect, the subordination provisions
set forth in Article 16 in a manner adverse to the holders of Notes, in each
case, without the consent of the holder of each Note so affected, or modify any
of the provisions of this Section 11.02 or Section 7.07, except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the holder of each Note so
affected, or change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 5.01, or reduce
the quorum or voting requirements set forth in Article 10 or (ii) reduce the
aforesaid percentage of Notes, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of all Notes
then outstanding.

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors 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 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 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 11.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
11.03 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 prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has


                                       55
<PAGE>
been qualified under the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article 11, this
Indenture shall be and 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 be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         Section 11.04. Notation on Notes. Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of
this Article 11 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 Directors, 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 17.10)
and delivered in exchange for the Notes then outstanding, upon surrender of such
Notes then outstanding.

         Section 11.05. 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 11.

                                   ARTICLE 12

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 12.01. Company May Consolidate on Certain Terms. Subject to the
provisions of Section 12.02, 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
transferee Person is a corporation 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 premium, if any, 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 15.06; 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.


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<PAGE>
         Section 12.02. 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 premium, if any, 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 party of this first part. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of Steel Dynamics, Inc. 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 12 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 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 12.03. 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 12.

                                   ARTICLE 13

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 13.01. 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, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon
redemption of all of the 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


                                       57
<PAGE>
have been authenticated and delivered) not theretofore canceled or delivered to
the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due to such date of maturity or redemption date, as
the case may be, 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 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 premium, if any, 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 (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 17.04 and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Notes.

         Section 13.02. Deposited Monies to Be Held in Trust by Trustee. Subject
to Section 13.04, all monies deposited with the Trustee pursuant to Section
13.01 shall be held in trust for the sole benefit of the Noteholders, and such
monies shall be applied by the Trustee to the payment, either directly or
through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Notes for the payment or redemption of
which such monies have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest and premium, if any.

         Section 13.03. 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 it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

         Section 13.04. 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, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand 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.

         Section 13.05. Reinstatement. If the Trustee or the paying agent is
unable to apply any money in accordance with Section 13.02 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.01 until such time as the Trustee or the


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<PAGE>
paying agent is permitted to apply all such money in accordance with Section
13.02; provided that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to
receive such payment from the money held by the Trustee or paying agent.

                                   ARTICLE 14

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 14.01. Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of or premium, if any, 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
incorporator, stockholder, employee, agent, officer, director or subsidiary, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, 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.

                                   ARTICLE 15

                               CONVERSION OF NOTES

         SECTION 15.01. Right to Convert. (a) Subject to and upon compliance
with the provisions of this Indenture, prior to 5:00 p.m. (New York City time)
on December 15, 2012, 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 shares of Common Stock (as such shares shall then be constituted)
at the Conversion Rate 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 15.01 and in the manner provided in
Section 15.02. The Notes shall be convertible only upon the occurrence of one of
the following events:

         (i)      at any time after the Closing Sale Price exceeds 120% of the
Conversion Price in effect for at least 20 Trading Days in the 30 consecutive
Trading Day period ending on the last Trading Day of any fiscal quarter
commencing after December 31, 2002 (it being understood for purposes of this
Section 15.01(a)(i) that the Conversion Price in effect at the close of business
on each of the 30 consecutive Trading Days should be used);

         (ii)     after the earlier of (a) the date the Notes are rated by both
Standard & Poor's Credit Market Services, a division of the McGraw-Hill
Companies, and Moody's Investor Services, Inc. and (b) January 31, 2003, during
any period that the long-term credit rating assigned to the Notes by either
Standard & Poor's or Moody's (or any successors to these entities) is "CCC" or
"Caa3", respectively, or lower, or if either of


                                       59
<PAGE>
         these rating agencies no longer rates the Notes, of if either of these
         rating agencies suspends or withdraws the rating assigned to the Notes,
         of if the Notes are not assigned a rating by both rating agencies;

         (iii)    if such Note has been called for redemption, at any time on or
         after the date the notice of redemption has been given until the close
         of business on the Business Day immediately preceding the redemption
         date; or

         (iv)     as provided in Section (b) of this Section 15.01.

         The Trustee (or other conversion agent appointed by the Company) shall,
on behalf of the Company, determine on a daily basis whether the Notes shall be
convertible as a result of the occurrence of an event specified in clause (i)
above and, if the Notes shall be so convertible, the Trustee (or other
conversion agent appointed by the Company) shall promptly deliver to the Company
and the Trustee (if the Trustee is not the conversion agent) written notice
thereof. Whenever the Notes shall become convertible pursuant to this Section
15.01, 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 17.03, and the Company
shall also publicly announce such information and publish it on the Company's
web site. 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
         Stock rights or warrants entitling them (for a period expiring within
         45 days of the record date for the determination of the stockholders
         entitled to receive such distribution) to subscribe for or purchase
         shares of Common Stock, at a price per share less than the average of
         the Closing Sale Price for the ten Trading Days immediately preceding,
         but not including, the date such distribution is first publicly
         announced by the Company, or (B) the Company distributes to all holders
         of its Common Stock, cash or other assets, debt securities or rights to
         purchase its securities, where the Fair Market Value of such
         distribution per share of Common Stock exceeds 10% of the Closing Sale
         Price on the Trading Day immediately preceding the date such
         distribution is first publicly announced by the Company, 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 Time for such distribution, until the earlier of the close
         of business on the Business Day immediately preceding, but not
         including, the Ex-Dividend Time 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, then the Notes may be surrendered for conversion
         at any time from and after the date fifteen (15) days prior to


                                       60
<PAGE>
         the anticipated effective date of the transaction and ending on and
         including the date fifteen (15) days after the consummation of the
         transaction. The Board of Directors 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 and posted on its web site not later than two Business
         Day prior to such 15th day.

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

                  (c)      A Note in respect of which a holder is electing to
exercise its option to require redemption upon a Fundamental Change pursuant to
Section 3.05 or repurchase pursuant to Section 3.06 may be converted only if
such holder withdraws its election in accordance with Section 3.05(b) or Section
3.08, respectively. A holder of Notes is not entitled to any rights of a holder
of Common Stock until such holder has converted his Notes to Common Stock, and
only to the extent such Notes are deemed to have been converted to Common Stock
under this Article 15.

         Section 15.02. Exercise of Conversion Privilege; Issuance of Common
Stock on Conversion; No Adjustment for Interest or Dividends. 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 facsimile of the form entitled "CONVERSION NOTICE" on
the reverse thereof, duly completed and manually signed, together with such
Notes duly endorsed for transfer, accompanied by the funds, if any, required by
the penultimate paragraph of this Section 15.02. Such notice shall also state
the name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer or similar
taxes, if required pursuant to Section 15.07.

         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 bookentry 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 or the Trustee or
conversion agent, and pay the funds, if any, required by this Section 15.02 and
any transfer taxes if required pursuant to Section 15.07.

         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 5.02, a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of such Note or
portion thereof as determined by the Company in


                                       61
<PAGE>
accordance with the provisions of this Article 15 and a check or cash in respect
of any fractional interest in respect of a share of Common Stock arising upon
such conversion, calculated by the Company as provided in Section 15.03. 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 him, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

         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 above
in this Section 15.02 have been satisfied as to such Note (or portion thereof),
and the Person in whose name any certificate or certificates for shares of
Common Stock 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 shall be surrendered.

         Any Note or portion thereof surrendered for conversion during the
period from the close of business on the record date for any interest payment
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 to the extent that there shall exist at the
time of conversion a default in the payment of interest on the Notes. Except as
provided above in this Section 15.02, no payment or other adjustment shall be
made for interest accrued on any Note converted or for dividends on any shares
issued upon the conversion of such Note as provided in this Article 15.

         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.

         Upon the conversion of a Note, that portion of the accrued but unpaid
interest, including accrued contingent interest, if any, and accrued Tax
Original Issue Discount attributable to the period from the issue date of the
Note to the conversion date, 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 Stock (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 shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for and in satisfaction of our obligation to pay the principal amount
of the converted Note, the accrued but unpaid interest, including contingent
interest, if any, and accrued Tax


                                       62
<PAGE>
Original Issue Discount through the conversion date from the issue date, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for and in satisfaction of
the right to convert the Note being converted pursuant to the provisions hereof.

         Section 15.03. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock 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 share of stock
would be issuable upon the conversion of any Note or Notes, the Company shall
make an adjustment and payment therefor in cash at the current market price
thereof to the holder of Notes. The current market price of a share of Common
Stock shall be the Closing Sale Price on the last Trading Day immediately
preceding the day on which the Notes (or specified portions thereof) are deemed
to have been converted.

         Section 15.04. Conversion Rate. Each $1,000 principal amount of the
Notes shall be convertible into the number of shares of Common Stock specified
in the form of Note (herein called the "CONVERSION RATE") attached as Exhibit A
hereto, subject to adjustment as provided in this Article 15.

         Section 15.05. 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 to all holders of the outstanding Common Stock in shares of
Common Stock, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect at the
opening of business on the date following the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution by a
fraction,

                  (i)      the numerator of which shall be the sum of the number
         of shares of Common Stock outstanding at the close of business on the
         date fixed for the determination of stockholders entitled to receive
         such dividend or other distribution plus the total number of shares of
         Common Stock constituting such dividend or other distribution; and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding at the close of business on the date
         fixed for such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purpose of this
paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company. If any dividend or distribution of the type
described in this Section 15.05(a) is declared but not so paid or made, the
Conversion


                                       63
<PAGE>
Rate shall again be adjusted to the Conversion Rate that would then be in effect
if such dividend or distribution had not been declared.

                  (b)      In case the Company shall issue rights or warrants to
all holders of its outstanding shares of Common Stock entitling them (for a
period expiring within forty-five (45) days after the date fixed for
determination of stockholders entitled to receive such rights or warrants) to
subscribe for or purchase shares of Common Stock at a price per share less than
the Current Market Price on the date fixed for determination of stockholders
entitled to receive such rights or warrants, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the date fixed for determination
of stockholders entitled to receive such rights or warrants by a fraction,

                  (i)      the numerator of which shall be the number of shares
         of Common Stock outstanding on the date fixed for determination of
         stockholders entitled to receive such rights or warrants plus the total
         number of additional shares of Common Stock offered for subscription or
         purchase, and

                  (ii)     the denominator of which shall be the sum of the
         number of shares of Common Stock outstanding at the close of business
         on the date fixed for determination of stockholders entitled to receive
         such rights or warrants plus the number of shares that the aggregate
         offering price of the total number of shares so offered would purchase
         at such Current 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 day following the date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. 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 stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase shares of
Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received by the Company for such rights or
warrants and any amount payable on exercise or conversion thereof, the value of
such consideration, if other than cash, to be determined by the Board of
Directors.

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


                                       64
<PAGE>
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

         (d)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class of capital
stock of the Company or evidences of its indebtedness or assets (including
securities, but excluding any rights or warrants referred to in Section
15.05(b), and excluding any dividend or distribution (x) paid exclusively in
cash or (y) referred to in Section 15.05(a) (any of the foregoing hereinafter in
this Section 15.05(d)) called the "SECURITIES")), then, in each such case
(unless the Company elects to reserve such Securities for distribution to the
Noteholders upon the conversion of the Notes so that any such holder converting
Notes will receive upon such conversion, in addition to the shares of Common
Stock to which such holder is entitled, the amount and kind of such Securities
which such holder would have received if such holder had converted its Notes
into Common Stock immediately prior to the Record Date, the Conversion Rate
shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the Record Date with respect to
such distribution by a fraction,

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

                  (ii)     the denominator of which shall be the Current Market
         Price on such Record Date less the fair market value (as determined by
         the Board of Directors, whose determination shall be conclusive, and
         described in a resolution of the Board of Directors) on the Record Date
         of the portion of the Securities so distributed applicable to one share
         of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that if the then fair market
value (as so determined) of the portion of the Securities so distributed
applicable to one share of Common Stock is equal to or greater than the Current
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Noteholder shall have the right to receive
upon conversion the amount of Securities such holder would have received had
such holder converted each Note on the Record Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. If the Board of Directors determines the
fair market value of any distribution for purposes of this Section 15.05(d) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Current Market Price on the applicable Record Date.

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 15.05 (and no adjustment to the Conversion Rate under
this Section 15.05 will be required) until


                                       65
<PAGE>
the occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this Section 15.05(d).
If any such right or warrant, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to events, upon the
occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section 15.05
was made, (1) in the case of any such rights or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the
Conversion Rate shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, equal to the per share redemption or repurchase
price received by a holder or holders of Common Stock with respect to such
rights or warrants (assuming such holder had retained such rights or warrants),
made to all holders of Common Stock as of the date of such redemption or
repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Rate shall be readjusted as if such rights and warrants had not been
issued.

         No adjustment of the Conversion Rate shall be made pursuant to this
Section 15.05(d) in respect of rights or warrants distributed or deemed
distributed on any Trigger Event to the extent that such rights or warrants are
actually distributed, or reserved by the Company for distribution to holders of
Notes upon conversion by such holders of Notes to Common Stock.

         For purposes of this Section 15.05(d) and Sections 15.05(a) and (b),
any dividend or distribution to which this Section 15.05(d) is applicable that
also includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 15.05(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by Sections
15.05(a) and 15.05(b) with respect to such dividend or distribution shall then
be made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Sections 15.05(a)
and 15.05(b) and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 15.05(a).


                                       66
<PAGE>
                  (e)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding (x) any quarterly
cash dividend on the Common Stock to the extent the aggregate cash dividend per
share of Common Stock in any fiscal quarter does not exceed the greater of (A)
the amount per share of Common Stock of the next preceding quarterly cash
dividend on the Common Stock to the extent that such preceding quarterly
dividend did not require any adjustment of the Conversion Rate pursuant to this
Section 15.05(e) (as adjusted to reflect subdivisions, or combinations of the
Common Stock), and (B) 2.5% of the arithmetic average of the Closing Sale Price
during the ten Trading Days immediately prior to the date of declaration of such
dividend, and (y) any dividend or distribution in connection with the
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary), then, in such case, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on such record date by a
fraction,

                  (i)      the numerator of which shall be the Current Market
         Price on such record date; and

                  (ii)     the denominator of which shall be the Current Market
         Price on such record date less the amount of cash so distributed (and
         not excluded as provided above) applicable to one share of Common
         Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; provided that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the record date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Noteholder shall have
the right to receive upon conversion the amount of cash such holder would have
received had such holder converted each Note on the record date. If such
dividend or distribution is not so paid or made, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared. If any adjustment is required to
be made as set forth in this Section 15.05(e) as a result of a distribution that
is a quarterly dividend, such adjustment shall be based upon the amount by which
such distribution exceeds the amount of the quarterly cash dividend permitted to
be excluded pursuant hereto. If an adjustment is required to be made as set
forth in this Section 15.05(e) above as a result of a distribution that is not a
quarterly dividend, such adjustment shall be based upon the full amount of the
distribution.

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


                                       67
<PAGE>
                  (i)      the numerator of which shall be the sum of (x) the
         Fair Market Value (determined as aforesaid) of the aggregate
         consideration payable to stockholders based on the acceptance (up to
         any maximum specified in the terms of the tender or exchange offer) of
         all shares validly tendered or exchanged and not withdrawn as of the
         Expiration Time (the shares deemed so accepted up to any such maximum,
         being referred to as the "PURCHASED SHARES") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at the Expiration Time and the Closing Sale Price of a share of
         Common Stock on the Trading Day next succeeding the Expiration Time,
         and

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

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

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

                  (i)      the numerator of which shall be the sum of (x) the
         Fair Market Value (determined as aforesaid) of the aggregate
         consideration payable to stockholders based on the acceptance (up to
         any maximum specified in the terms of the tender or exchange offer) of
         all shares validly tendered or exchanged and not withdrawn as of the
         Offer Expiration Time (the shares deemed so accepted, up to any such
         maximum, being referred to as the "ACCEPTED PURCHASED SHARES") and (y)
         the product of the number of shares of Common Stock outstanding (less
         any Accepted Purchased Shares) at the Offer Expiration Time and the
         Closing Sale Price of a share of Common Stock on the Trading Day next
         succeeding the Offer Expiration Time, and


                                       68
<PAGE>
                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding (including any tendered or exchanged
         shares) at the Offer Expiration Time multiplied by the Closing Sale
         Price of a share of Common Stock on the Trading Day next succeeding the
         Offer Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. If such Person is obligated to
purchase shares pursuant to any such tender or exchange offer, but such Person
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 15.05(g) shall not be made if, as of the Offer Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any transaction described in Article 12.

         (h)      For purposes of this Section 15.05, the following terms shall
have the meaning indicated:

                  (i)      "CURRENT MARKET PRICE" shall mean the average of the
         daily Closing Sale Prices per share of Common Stock for the ten
         consecutive Trading Days selected by the Company commencing no more
         than 30 Trading Days before and ending not later than the earlier of
         such date of determination and the day before the "EX" date with
         respect to the issuance, distribution, subdivision or combination
         requiring such computation immediately prior to the date in question.
         For purpose of this paragraph, the term "EX" date, (1) when used with
         respect to any issuance or distribution, means the first date on which
         the Common Stock trades, regular way, on the relevant exchange or in
         the relevant market from which the Closing Sale Price was obtained
         without the right to receive such issuance or distribution, and (2)
         when used with respect to any subdivision or combination of shares of
         Common Stock, means the first date on which the Common Stock trades,
         regular way, on such exchange or in such market after the time at which
         such subdivision or combination becomes effective.

                  If another issuance, distribution, subdivision or combination
         to which Section 15.05 applies occurs during the period applicable for
         calculating "CURRENT MARKET PRICE" pursuant to the definition in the
         preceding paragraph, "CURRENT MARKET PRICE" shall be calculated for
         such period in a manner determined by the Board of Directors to reflect
         the impact of such issuance, distribution, subdivision or combination
         on the Closing Sale Price of the Common Stock during such period.

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

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


                                       69
<PAGE>
         receive such cash, securities or other property (whether such date is
         fixed by the Board of Directors or by statute, contract or otherwise).

                  (iv)     "TRADING DAY" shall mean (x) if the applicable
         security is quoted on the Nasdaq National Market, a day on which trades
         may be made thereon or (y) if the applicable security is listed or
         admitted for trading on the New York Stock Exchange or another national
         securities exchange, a day on which the New York Stock Exchange or
         another national securities exchange is open for business or (z) if the
         applicable security is not so listed, admitted for trading or quoted,
         any day other than a Saturday or Sunday or a day on which banking
         institutions in the State of New York are authorized or obligated by
         law or executive order to close.

                  (i)      The Company may make such increases in the Conversion
Rate, in addition to those required by Section 15.05(a), (b), (c), (d), (e), (f)
or (g) as the Board of Directors considers to be advisable to avoid or diminish
any income tax to holders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

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

                  (j)      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 15.05(j) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 15 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. No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for any
issuance of Common Stock or convertible or exchangeable securities or rights to
purchase Common Stock or convertible or exchangeable securities. To the extent
the Notes become convertible into cash, assets, property or securities (other
than capital stock of the Company), no adjustment need be made thereafter as to
the cash, assets, property or such securities. Interest will not accrue on any
cash into which the Notes are convertible.

                  (k)      Whenever the Conversion Rate is adjusted as herein
provided, the Company shall promptly file with the Trustee and any conversion
agent other than the Trustee an Officers' Certificate setting forth the
Conversion Rate after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Unless and until a Responsible Officer of the
Trustee shall have received such Officers' Certificate, the Trustee shall not be
deemed to have knowledge of any adjustment of the Conversion Rate and may assume
that the last


                                       70
<PAGE>
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.

                  (l)      In any case in which this Section 15.05 provides that
an adjustment shall become effective immediately after (1) a record date or
Record Date for an event, (2) the date fixed for the determination of
stockholders entitled to receive a dividend or distribution pursuant to Section
15.05(a), (3) a date fixed for the determination of stockholders entitled to
receive rights or warrants pursuant to Section 15.05(b), (4) the Expiration Time
for any tender or exchange offer pursuant to Section 15.05(f), or (5) the Offer
Expiration Time for a tender or exchange offer pursuant to Section 15.05(g)(i)
(each a "DETERMINATION DATE"), the Company may elect to defer until the
occurrence of the applicable Adjustment Event (as hereinafter defined) (x)
issuing to the holder of any Note converted after such Determination Date and
before the occurrence of such Adjustment Event, the additional shares of Common
Stock or other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and (y)
paying to such holder any amount in cash in lieu of any fraction pursuant to
Section 15.03. For purposes of this Section 15.05(l), the term "ADJUSTMENT
EVENT" shall mean:

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

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

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

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

                  (m)      For purposes of this Section 15.05, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company.

         Section 15.06. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.05(c) applies), (ii) any consolidation, merger
or combination of the Company with another Person as a result of which holders
of Common Stock shall be entitled to receive stock, other securities or other


                                       71
<PAGE>
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Note shall be convertible
into the kind and amount of shares of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
stock, other securities or other property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("NON-ELECTING SHARE"),
then for the purposes of this Section 15.06 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
15.

         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 15.06 applies to any event or occurrence, Section 15.05
shall not apply.

         Section 15.07. Taxes on Shares Issued. The issue of stock 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 stock 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 stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


                                       72
<PAGE>
         Section 15.08. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the 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 shares of Common Stock 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 shares of such Common Stock at such adjusted
Conversion Rate.

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

         The Company covenants that, if any shares of Common Stock 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 Stock
shall be listed on the Nasdaq National Market 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 Stock shall be so listed on such exchange or automated
quotation system, all Common Stock 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 Stock until the first conversion
of the Notes into Common Stock in accordance with the provisions of this
Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Notes in accordance with the requirements of such exchange or
automated quotation system at such time.

         Section 15.09. 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 shares of Common Stock, 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
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note


                                       73
<PAGE>
for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article 15.
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 15.06 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 15.06 or
to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 8.01, 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 15.10. Notice to Holders Prior to Certain Actions. In case:

                  (a)      the Company shall declare a dividend (or any other
         distribution) on its Common Stock that would require an adjustment in
         the Conversion Rate pursuant to Section 15.05; or

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

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

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

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of 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 Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, 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.


                                       74
<PAGE>
         Section 15.11. Future Stockholder Rights Plans. If the Company
hereafter adopts any stockholder rights plan, a Noteholder shall be entitled to
receive upon conversion of their Notes in addition to the shares of Common Stock
issuable upon conversion the related rights for the Common Stock whether or not
the rights under the future stockholder rights plan have separated from the
Common Stock at the time of conversion but otherwise subject to the generally
applicable terms of such plan and no additional adjustment to the Conversion
Rate shall be made.

                                   ARTICLE 16

                                  SUBORDINATION

         Section 16.01. Securities Subordinate to Senior Debt. The Company
covenants and agrees, and each holder of a Note by his acceptance thereof
likewise covenants and agrees, that to the extent and in the manner hereinafter
set forth in this Article (subject to the provisions of Article 13) the
indebtedness represented by the Notes and the payment of the principal amount,
premium, if any, plus accrued and unpaid interest on (including, without
limitation, interest, as provided in the Notes, accruing after the filing of a
petition initiating any proceeding referred to in Section 7.01(e) or 7.01(f),
whether or not such interest accrues after the filing of such petition for
purposes for purposes of Title 11 of the United States Code or is an allowed
claim in such proceeding), any payment of the redemption or repurchase price
with respect to, and all fees, expenses or other amounts payable under or in
respect of, each and all of the Notes (the "SUBORDINATED DEBT") are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt in cash or other payment satisfactory to holders of
Senior Debt, in their sole discretion, whether outstanding at the date of this
Indenture or thereafter incurred.

         Section 16.02. No Payments in Certain Circumstances; Payment Over of
Proceeds upon Dissolution, Etc. No payment shall be made by or on behalf of the
Company for or on account of any Subordinated Debt, and neither the Trustee nor
any holder of any Note shall take or receive from the Company, directly or
indirectly, in cash or other property or by setoff or in any other manner,
including, without limitation, from or by way of collateral (other than payments
made from any trust created pursuant to Section 13.01 hereof) if, at the time of
such payment: (a) a default in the payment of principal, premium, if any, or
interest or other amounts due on or in connection with any Designated Senior
Debt, including any default under any redemption or repurchase obligation,
occurs and is continuing (or, in the case of Designated Senior Debt for which
there is a period of grace, in the event of such a default that continues beyond
the period of grace, if any, specified in the instrument or lease evidencing
such Designated Senior Debt), unless and until such default shall have been
cured or waived or shall have ceased to exist (a "PAYMENT DEFAULT"); or (b) a
default, other than a payment default, on Designated Senior Debt occurs and is
continuing that then permits holders of such Designated Senior Debt to
accelerate its maturity, or in the case of a lease, a default occurs and is
continuing that permits the lessor to either terminate the lease or require the
Company to make an irrevocable offer to terminate the lease following an event
of default under the lease, and the Trustee receives a notice of such default (a
"PAYMENT BLOCKAGE NOTICE") from the Company, the Administrative Agent under the
Senior Credit Facility or any other person permitted to give such notice
hereunder. So long as any Senior Debt remains outstanding under the Senior
Credit Facility, the only Person that shall


                                       75
<PAGE>
be permitted to deliver a Payment Blockage Notice on behalf of any holder of
Designated Senior Debt shall be the Administrative Agent and thereafter, may be
any other holder of Designated Senior Debt. Notwithstanding the foregoing, the
Company may make, and the Trustee may receive and shall apply, any payment in
respect of the Notes (for principal amount, premium, if any, or accrued and
unpaid interest) if such payment was made prior to the occurrence of any of the
contingencies specified in clauses (a) and (b) above.

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section 16.02 unless and until at least 365 days shall have elapsed
since the initial effectiveness of the immediately prior Payment Blockage
Notice. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee (unless such default was
waived, cured or otherwise ceased to exist and thereafter subsequently
reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage
Notice.

         The Company may and shall resume payments on and distributions in
respect of the Notes (including missed payments, if any) upon the earlier of:
(A) the date upon which the default is cured or waived or ceases to exist, or
(B) in the case of a default referred to in clause (b) of the second preceding
paragraph, the earlier of the date on which such nonpayment default is cured or
waived or ceases to exist or 179 days after such Payment Blockage Notice is
received, if the maturity of such Designated Senior Debt has not been
accelerated, or in the case of any lease, 179 days after notice is received if
the Company has not received notice that the lessor under such lease has
exercised its rights to terminate the lease or require the Company to make an
irrevocable offer to terminate the lease following an event of default under
such lease.

         Upon (i) any acceleration of the principal amount due on the Notes or
(ii) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution, winding up or total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all principal amount, premium, if any,
sinking fund and interest or other amounts due, or to become due, upon or in
connection with all Senior Debt shall first be paid in full in cash or other
payment satisfactory to the holders of such Senior Debt, in their sole
discretion, before any payment is made on account of the Subordinated Debt, and
upon any such dissolution or winding up or liquidation or reorganization any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Notes or
the Trustee under this Indenture would be entitled, except for the provisions
hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the holders of the Notes or by the Trustee under this Indenture if
received by them or it, as the case may be, directly to the holders of Senior
Debt (pro rata to each such holder on the basis of the respective amounts of
Senior Debt held by such holder) or their representatives, to the extent
necessary to pay all Senior Debt in full, in cash, or other payment satisfactory
to the holders of such Senior Debt, in their sole discretion, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt, before any payment or distribution is made to the holders of the Notes or
to the Trustee under the Subordinated Debt.


                                       76
<PAGE>
         In the event that, contrary to the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (other than junior securities, as defined in Section
16.11), shall be received by the Trustee or the holders of the Notes before all
Senior Debt is paid in full in cash or other payment satisfactory to the holders
of Senior Debt, in their sole discretion, such payment or distribution shall be
paid over or delivered to the holders of such Senior Debt or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
have been issued, as their respective interests may appear, for application to
the payment of all Senior Debt remaining unpaid to the extent necessary to pay
all such Senior Debt in full in cash or other payment satisfactory to the
holders of such Senior Debt, in their sole discretion, in accordance with its
terms, after giving effect to any concurrent payment or distribution to or for
the holders of such Senior Debt.

         Subject to the payment in full in cash of all Senior Debt or other
payment satisfactory to holders of such Senior Debt, in their sole discretion,
the holders of the Notes (together with the holders of any other indebtedness of
the Company that is subordinated in right of payment to the payment in full in
cash of all Senior Debt that is not subordinated in right of payment to the
Notes and that by its terms grants such right of subrogation to the holders
thereof) shall be subrogated to the rights of the holders of Senior Debt to
receive payments or distribution of assets of the Company made on the Senior
Debt until the principal of, premium, if any, and interest on, or amounts
payable upon redemption or repurchase of, the Notes shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the
holders of Senior Debt of any cash, property or securities to which the holders
of the Notes or the Trustee would be entitled except for the provisions of this
Article, and no payment over pursuant to the provisions of this Article to the
holders of Senior Debt by the holders of the Notes or the Trustee, shall, as
between the Company, its creditors other than the holders of Senior Debt, and
the holders of Notes, be deemed to be a payment by the Company to the holders of
or on account of Senior Debt, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative
rights of the holders of the Notes, on the one hand, and the holders of Senior
Debt, on the other hand.

         While any amount of Senior Debt under the Senior Credit Facility
remains outstanding, if any proceeding referred to in this Section 16.02 is
commenced by or against the Company,

                  (i)      the Administrative Agent is hereby irrevocably
         authorized and empowered (in its own name or in the name of the holders
         of the Subordinated Debt or otherwise), but shall have no obligation,
         to demand, sue for, collect and receive every payment or distribution
         referred to in this Section 16.02 and give acquittance therefor and to
         file claims and proofs of claim and take such other action (including,
         without limitation, voting the Subordinated Debt or enforcing any
         security interest or other lien securing payment of the Subordinated
         Debt) as it may deem necessary or advisable for the exercise or
         enforcement of any of the rights or interests of the holders of Senior
         Debt hereunder; and

                  (ii)     the holders of the Subordinated Debt and the Trustee
         shall duly and promptly take such action as the Administrative Agent
         may request (A) to collect the Subordinated Debt for the account of the
         holders of Senior Debt and to file appropriate


                                       77
<PAGE>
         claims or proofs or claim in respect of the Subordinated Debt, (B) to
         execute and deliver to the Administrative Agent such powers of
         attorney, assignments, or other instruments as the Administrative Agent
         may request in order to enable the Administrative Agent to enforce any
         and all claims with respect to, and any security interests and other
         liens securing payment of, the Subordinated Debt, and (C) to collect
         and receive any and all payments or distributions which may be payable
         or deliverable upon or with respect to the Subordinated Debt.

         The Administrative Agent is hereby authorized to demand specific
performance of the provisions of this Article 16, whether or not the Company
shall have complied with any of the provisions hereof applicable to it, at any
time when any holder of Subordinated Debt or the Trustee shall have failed to
comply with any of the provisions of this Article 16 applicable to it. The
holders of the Subordinated Debt and the Trustee hereby irrevocably waive any
defense based on the adequacy of a remedy at law, which might be asserted as a
bar to such remedy of specific performance.

         The holders of the Subordinated Debt, the Trustee and the Company each
will, at the Company's expense and at any time and from time to time, promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable, or that the Administrative Agent may
request, in order to protect any right or interest granted or purported to be
granted hereby or to enable any holder of Senior Debt to exercise and enforce
its rights and remedies hereunder.

         No amendment, waiver or other modification of this Indenture, and no
indenture supplemental to this Indenture, may adversely affect the rights or
interests of any holder of Senior Debt hereunder. The Trustee shall promptly
notify the Administrative Agent of the occurrence of any default under the
Subordinated Debt.

         Section 16.03. Trustee to Effectuate Subordination. Each holder of a
Note by his acceptance thereof authorizes and directs the Trustee on his behalf
to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

         Section 16.04. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder of any Senior Debt or by any non-compliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the holders of the Notes, without
incurring responsibility to the holders of the Notes and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Notes to the holders of Senior Debt, do any one
or more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Debt or otherwise amend
or supplement in any manner Senior Debt or


                                       78
<PAGE>
any instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (c) release any person
liable in any manner for the collection of Senior Debt; and (d) exercise or
refrain from exercising any rights against the Company and any other person. All
rights and interests of the holders of Senior Debt hereunder, and all agreements
and obligations of the holders of the Subordinated Debt, the Trustee and the
Company under this Article 16, shall remain in full force and effect
irrespective of any lack of validity or enforceability of the Senior Credit
Facility. The provisions of this Article 16 shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the Senior
Debt is rescinded or must otherwise be returned by any holder of Senior Debt
upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
all as though such payment had not been made.

         Section 16.05. Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company that would prohibit the
making of any payment to or by the Trustee in respect of the Notes.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment to or by the Trustee in
respect of the Notes, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee, agent or representative therefor; and, prior to
the receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 16.05
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including without limitation the payment of the principal of
(and premium, if any) or interest on any Note), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

         Subject to the provisions of Section 8.01, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Debt (or a trustee, agent or
representative therefor) to establish that such notice has been given by a
holder of Senior Debt (or a trustee, agent or representative therefor). In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 16, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such person,
the extent to which such person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such person under
this Article 16, and if such evidence is not furnished, the Trustee may defer
any payment to such person pending judicial determination as to the right of
such person to receive such payment.

         Section 16.06. Reliance on Judicial Order of Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 8.01, and the
holders of the Notes shall be entitled to rely upon any


                                       79
<PAGE>
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other person making such payment or
distribution, delivered to the Trustee or to the holders of Notes, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

         Section 16.07. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to holders of Notes or to the Company or to
any other person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise. With respect to
the holders of Senior Debt, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article 16, and no implied covenants or obligations with respect to holders of
Senior Debt shall be read into this Indenture against the Trustee.

         Section 16.08. Reliance by Holders of Senior Debt on Subordination
Provisions. Each holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Notes, to acquire
and continue to hold, or to continue to hold, such Senior Debt, and such holder
of Senior Debt shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Debt. Such holders of the Company's Senior Debt are intended by the
parties to the Indenture to be third party creditor beneficiaries under this
Indenture for the purposes of enforcing the provisions of this Article 16.

         Section 16.09. Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article 16 with respect to any Senior Debt that
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

         Nothing in this Article 16 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 8.06.

         Section 16.10. Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such paying agent within its meaning as fully for all intents
and purposes as if such paying agent were named in this Article 16 in addition
to or in place of the Trustee; provided, however, that Section 16.09 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as paying agent.

         Section 16.11. Certain Conversions and Repurchases Deemed Payment. For
the purposes of this Article 16 only, (a) the issuance and delivery of junior
securities upon


                                       80
<PAGE>
conversion of Notes in accordance with Article 15 shall not be deemed to
constitute a payment or distribution on account of the principal amount, or
premium or interest on the Notes or on account of the purchase or other
acquisition of Notes, and (b) the payment, issuance or delivery of cash,
property or securities (other than junior securities) upon conversion of a Note
in accordance with Article 15 or upon redemption or repurchase of a Note in
accordance with Article 3 shall be deemed to constitute payment on account of
the principal of such Note: For the purposes of this Section 16.11, the term
"JUNIOR SECURITIES" means debt securities of the Company that are subordinated
in right of payment to all Senior Debt that may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Notes are so subordinated as provided in this
Article 16. Nothing contained in this Article 16 or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as among the Company, its
creditors other than holders of Senior Debt and the holders of the Notes, the
right, which is absolute and unconditional, of the holder of any Note to convert
such Note in accordance with Article 15 or to exchange such Note for Common
Stock in accordance with Article 15.

                                   ARTICLE 17

                            MISCELLANEOUS PROVISIONS

         SECTION 17.01. 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 17.02. Official Acts by Successor Corporation. 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 17.03. 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 Steel
Dynamics, Inc., Chief Financial Officer, 6714 Pointe Inverness Way, Suite 200,
Fort Wayne, Indiana 46804, Telecopier No.: (260) 969-3592, Attention: Treasurer.
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:
Fifth Third Bank, Indiana, 251 N. Illinois Street, Suite 310, Indianapolis, IN
46204, Attention: Corporate Trust Department (Telecopier No.: 317-383-2992).

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


                                       81
<PAGE>
         Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Note register and shall be sufficiently given to him 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 17.04. 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, without regard to conflicts of laws principles thereof.

         Section 17.05. 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 him 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 17.06. Legal Holidays. In any case in which the date of
maturity of interest on or principal of the Notes or the redemption date of 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 date of
maturity or the redemption date, and no interest shall accrue for the period
from and after such date.

         Section 17.07. 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 17.07 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 the time
such qualification is in fact


                                       82
<PAGE>
required under the terms of the Trust Indenture Act. 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 17.08. No Security Interest Created. 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 17.09. 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 17.10. 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 17.11. 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, 3.03 and 3.05, as
fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Notes. For all purposes of this Indenture, the authentication and
delivery of Notes by the authenticating agent shall be deemed to be
authentication and delivery of such Notes "by the Trustee" and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent
shall be deemed to satisfy any requirement hereunder or in the Notes for the
Trustee's certificate of authentication. Such authenticating agent shall at all
times be a Person eligible to serve as trustee hereunder pursuant to Section
8.09.

         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 17.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible under this Section, the
Trustee shall either promptly appoint a successor authenticating agent or itself
assume the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment


                                       83
<PAGE>
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 8.02, 8.03, 8.04 and 9.03 and this Section
17.11 shall be applicable to any authenticating agent.

         Section 17.12. 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 17.13. 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.

         Fifth Third Bank, Indiana hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.


                                       84
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                                     STEEL DYNAMICS, INC.

                                     By: /s/ Tracy L. Shellabarger
                                         ---------------------------------------
                                         Name:   Tracy L. Shellabarger

                                         Title:  Vice President, Chief Financial
                                                 Officer and Secretary


                                     FIFTH THIRD BANK, INDIANA, as
                                        Trustee

                                     By: /s/ George L. Bawcum
                                         ---------------------------------------
                                         Name:  George L. Bawcum

                                         Title: Trust Officer
<PAGE>
                                     ANNEX 1

                           PROJECTED PAYMENT SCHEDULE(1)

<TABLE>
<CAPTION>
     SEMIANNUAL PERIOD          NONCONTINGENT     CONTINGENT          TOTAL
          ENDING                  PAYMENTS         PAYMENTS         PAYMENTS
   ---------------------       ---------------   ------------      -----------
<S>                            <C>               <C>               <C>
   June 15, 2003                  $   19.11               --        $   19.11
   December 15, 2003              $   20.00               --        $   20.00
   June 15, 2004                  $   20.00               --        $   20.00
   December 15, 2004              $   20.00               --        $   20.00
   June 15, 2005                  $   20.00               --        $   20.00
   December 15, 2005              $   20.00               --        $   20.00
   June 15, 2006                  $   20.00               --        $   20.00
   December 15, 2006              $   20.00               --        $   20.00
   June 15, 2007                  $   20.00               --        $   20.00
   December 15, 2007              $   20.00               --        $   20.00
   June 15, 2008                  $   20.00               --        $   20.00
   December 15, 2008              $   20.00               --        $   20.00
   June 15, 2009                  $   20.00        $    3.10        $   23.10
   December 15, 2009              $   20.00        $    3.24        $   23.24
   June 15, 2010                  $   20.00        $    3.40        $   23.40
   December 15, 2010              $   20.00        $    3.56        $   23.56
   June 15, 2011                  $   20.00        $    3.73        $   23.73
   December 15, 2011              $   20.00        $    3.91        $   23.91
   June 15, 2012                  $   20.00        $    4.09        $   24.09
   December 15, 2012              $   20.00        $1,801.65        $1,821.65
</TABLE>

Comparable yield: 9.25% compounded semiannually

----------

      (1) The schedule of projected payments is determined on the basis of an
assumption of linear growth of the stock price and is not determined for any
purpose other than for the determination of interest accruals and adjustments
thereof in respect of the Notes for United States federal income tax purposes.
The schedule of projected payments does not constitute a projection or
representation regarding the amounts payable on the Notes.
<PAGE>
                                                                       EXHIBIT A

                              STEEL DYNAMICS, INC.

                   4% CONVERTIBLE SUBORDINATED NOTE DUE 2012

[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 DEPOSITARY 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:]

[THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER
THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT (A)
TO STEEL DYNAMICS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN
A TRANSFER PURSUANT TO CLAUSE (2)(D) ABOVE), IT WILL FURNISH TO THE FIFTH THIRD
BANK, INDIANA, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
<PAGE>
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF
THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (2)(D) ABOVE OR UPON ANY TRANSFER
OF THIS NOTE UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTION.]

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX
PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE ISSUE PRICE OF EACH NOTE IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE
DATE IS DECEMBER 23, 2002 AND THE COMPARABLE YIELD IS 9.25%, COMPOUNDED
SEMI-ANNUALLY. HOLDERS OF THIS NOTE MAY OBTAIN INFORMATION REGARDING THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE
FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: STEEL
DYNAMICS, INC., CHIEF FINANCIAL OFFICER, 6714 POINTE INVERNESS WAY, SUITE 200,
FORT WAYNE, INDIANA 46804.


                                       A-2
<PAGE>
                              STEEL DYNAMICS, INC.

                   4% CONVERTIBLE SUBORDINATED NOTE DUE 2012

                                                  CUSIP: 858 119 AC4 [144A ONLY]

No. 1                                                        $__________

      Steel Dynamics, Inc., a corporation duly organized and validly existing
under the laws of the State of Indiana (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 CEDE & CO. or its
registered assigns, the principal sum of     DOLLARS] [the principal sum set
forth on Schedule I hereto](2) on December 15, 2012 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 June 15 and December 15 of each
year, commencing June 15, 2003, on said principal sum at said office or agency,
in like coin or currency, at the rate per annum of 4.0%, from the June 15 or
December 15, as the case may be, next preceding the date of this Note 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 December 23, 2002 until payment of said principal sum
has been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after any June 1 or December 1, as the case may be, and before the
following June 15 or December 15, this Note shall bear interest from such June
15 or December 15. Contingent interest, if any, will accrue for any six month
interest period from December 15 to June 14 and from June 15 to December 14,
with the initial six-month period commencing December 15, 2007, and be payable
on the interest payment date immediately following such six month interest
period to the person in whose name this Note is registered on the Note register
at the close of business on the applicable record date for such interest payment
date. Except as otherwise provided in the Indenture, the interest payable on the
Note pursuant to the Indenture on any June 15 or December 15 will be paid to the
Person entitled thereto as it appears in the Note register at the close of
business on the record date, which shall be the June 1 or December 1 (whether or
not a Business Day) next preceding such June 15 or December 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
(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 at the rate of 5.0% per annum on
overdue principal, premium, if any, and (to the extent that payment of such
interest is enforceable under applicable law) interest on the Notes.

----------

      (2) For Global Notes only.


                                       A-3
<PAGE>
      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 Note into Common Stock 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 at this place.

      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, without regard to conflicts
of laws principles thereof.

      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.

                                       STEEL DYNAMICS, INC.

                                       By: _______________________________

                                       By: _______________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

FIFTH THIRD BANK, INDIANA, as Trustee


By: _______________________________
    Authorized Signatory

                            ,or

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



      By: _________________________
          Authorized Signatory


                                       A-5
<PAGE>
                             FORM OF REVERSE OF NOTE

                              STEEL DYNAMICS, INC.

                      4% CONVERTIBLE SUBORDINATED NOTE 2012

      This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4% Convertible Subordinated Notes Due 2012 (herein called the
"NOTES"), limited in aggregate principal amount to $100,000,000 (or in the event
that the Initial Purchasers exercise their option under the Note Purchase
Agreement to purchase additional Notes, to an aggregate principal amount not to
exceed $125,000,000) issued and to be issued under and pursuant to an Indenture
dated as of December 23, 2002 (herein called the "INDENTURE"), between the
Company and Fifth Third Bank, Indiana, 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, premium, if any, and accrued interest, including contingent
interest, if any, 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) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest, including contingent
interest, if any, thereon, or reduce the principal amount thereof or premium, if
any, thereon, or reduce any amount payable upon redemption or repurchase
thereof, or impair the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Notes, or change
the obligation of the Company to redeem any Note on a redemption date in a
manner adverse to the holders or change the obligation of the Company to redeem
any Note upon the happening of a Fundamental Change in a manner adverse to the
holder of the Notes, or change the obligation of the Company to repurchase any
Note on a Repurchase Date in a manner adverse to the holder of the Notes, or
impair the right to convert the Notes into Common Stock subject to the terms set
forth in the Indenture, including Section 15.06 thereof, or modify, in any
material respect, the subordination provisions of Article 16 in any manner
adverse to the holders of the Notes without the consent of the holder of each
Note so affected, or modify any of the provisions of Section 11.02 or Section
7.07 thereof, except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without the
consent of the holder of each Note so affected, or change any obligation of the
Company to maintain an office or agency in the places and for the purposes set
forth in Section 5.01 thereof, or reduce the quorum or voting


                                       A-6
<PAGE>
requirements set forth in Article 10 or (ii) reduce the aforesaid percentage of
Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then outstanding.
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 consequences except (A) a default in the payment of
interest, or any premium on, or the principal of, any of the Notes, (B) a
failure by the Company to convert any Notes into Common Stock of the Company,
(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 repurchase 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 11 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 any premium and
interest, including contingent interest, if any, or 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 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 December 18, 2007 and prior to maturity, the Notes
may be redeemed at the option of the Company, in whole or in part, 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 the following optional
redemption prices (expressed as percentages of the principal amount), together
in each case with accrued and unpaid interest, including contingent interest, if
any, to, but excluding, the redemption date:

<TABLE>
<CAPTION>
REDEMPTION PERIOD                                               REDEMPTION PRICE
-----------------                                               ----------------
<S>                                                             <C>
Beginning on December 18, 2007 and ending on December 14, 2008      101.143%
Beginning on December 15, 2008 and ending on December 14, 2009      100.571%
</TABLE>


                                      A-7
<PAGE>
and 100% if redeemed on or after December 15, 2009; provided that if the
redemption date is on a June 15 or December 15, then the interest payable on
such date shall be paid to the holder of record on the preceding June 1 or
December 1, respectively.

      The Company may not give notice of any redemption of the Notes if a
default in the payment of interest, or premium, if any, 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 maturity of the Notes,
this Note will be redeemable on a Fundamental Change Redemption Date, 30 days
after notice thereof, at the option of the holder of this Note at a redemption
price equal to 100% of the principal amount thereof, together with accrued
interest to (but excluding) the redemption date; provided that if such
Fundamental Change Redemption Date is a June 15 or December 15, the interest
payable on such date shall be paid to the holder of record of this Note on the
preceding June 1 or December 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 redemption right arising as a result thereof on or before the 10th day after
the occurrence of such Fundamental Change. For a Note to be so redeemed 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 "OPTION TO ELECT REPAYMENT UPON A
FUNDAMENTAL CHANGE" on the reverse thereof duly completed, together with such
Note, duly endorsed for transfer, on or before the 30th day after the date of
such notice of a Fundamental Change (or if such 30th day is not a Business Day,
the immediately succeeding Business Day).

      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 December 15, 2009 in whole multiples of $1,000
at a purchase price of 100% of the principal amount, on such Note. Any accrued
and unpaid interest on any Note tendered for repurchase on December 15, 2009
shall be paid to the holder of record of such Note on December 1, 2009. To
exercise such right, a holder shall deliver to the Company such Note with the
form entitled "REPURCHASE NOTICE" on the reverse thereof duly completed,
together with the Note, duly endorsed for transfer, at any time from the opening
of business on the date that is 20 Business Days prior to such Repurchase Date
until the close of business on the Repurchase Date, and shall deliver the Notes
to the Trustee (or other paying agent appointed by the Company) as set forth in
the Indenture.

      Holders have the right to withdraw any Repurchase Notice 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 Repurchase Date, all as provided
in the Indenture.

      If cash, sufficient to pay the purchase price of all Notes or portions
thereof to be purchased as of the Repurchase Date is deposited with the Trustee
(or other paying agent appointed by the Company), on the Business Day following
the Repurchase Date, interest will cease to accrue on such Notes (or portions
thereof) immediately after such Repurchase Date, and


                                       A-8
<PAGE>
the holder thereof shall have no other rights as such other than the right to
receive the purchase price upon surrender of such Note.

      Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to 5:00 p.m. (New York City time) on the
final maturity date of the Notes, the holder hereof has the right, at its
option, to convert each $1,000 principal amount of the Notes into 58.8076 shares
of the Company's Common Stock, 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 "CONVERSION
NOTICE" on the reverse thereof 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 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.

      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 if there shall exist at the time of conversion a default in the payment
of interest, including contingent interest, if any, on the Notes.

      No fractional 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
redemption upon a Fundamental Change or repurchase on a Repurchase Date may be
converted only if such holder withdraws its election to exercise either such
right in accordance with the terms of the Indenture.

      Any Notes called for redemption, unless surrendered for conversion by the
holders thereof on or before the close of business on the Business Day preceding
the redemption date, may be deemed to be redeemed from the holders of such Notes
for an amount equal to the applicable redemption price, together with accrued
but unpaid interest to, but excluding, the date fixed for redemption, by one or
more investment banks or other purchasers who may agree with the Company (i) to
purchase such Notes from the holders thereof and convert them into shares of the
Company's Common Stock and (ii) to make payment for such Notes as aforesaid to
the Trustee in trust for the holders.


                                       A-9
<PAGE>
      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 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 neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor other conversion agent nor 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 any premium 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 any supplemental indenture or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, 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.

      This Note shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with the laws of New
York, without regard to conflicts of laws principles thereof.

      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                   (Gust)   (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.
<PAGE>
                                CONVERSION NOTICE

TO:   STEEL DYNAMICS, INC.
      FIFTH THIRD BANK, INDIANA

      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 shares of Common Stock of Steel
Dynamics, Inc. 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 contingent interest, if any,
accompanies this Note.

Dated:___________________________

                                        ________________________________________

                                        ________________________________________
                                        Signature(s)


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

                                        ________________________________________
                                        Signature Guarantee

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

________________________________
(Name)
<PAGE>
_________________________________
(Street Address)


_________________________________
(City, State and Zip Code)


_________________________________
Please print name and address

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

$________________________________

Social Security or Other Taxpayer
Identification Number:


_________________________________
<PAGE>
                           OPTION TO ELECT REDEMPTION
                           UPON A FUNDAMENTAL CHANGE

TO:   STEEL DYNAMICS, INC.
      FIFTH THIRD BANK, INDIANA

      The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Steel Dynamics, Inc. (the "COMPANY") as to
the occurrence of a Fundamental Change with respect to the Company and requests
and instructs the Company to redeem 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 Redemption Date, to
the registered holder hereof. Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.

Dated:___________________________

                                        ________________________________________

                                        ________________________________________
                                        Signature(s)


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

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

                                        ________________________________________

                                        ________________________________________
                                        Social Security or Other Taxpayer
                                        Identification Number
<PAGE>
                                REPURCHASE NOTICE

TO:   STEEL DYNAMICS, INC.
      FIFTH THIRD BANK, INDIANA

      The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Steel Dynamics, Inc. (the "COMPANY")
regarding the right of holders to elect to require the Company to repurchase the
Notes and requests and instructs the Company to repay 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, by excluding, the Repurchase Date,
to the registered holder hereof. Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture. The Notes shall
be repurchased by the Company as of the Repurchase Date pursuant to the terms
and conditions specified in the Indenture. If the Company elects to pay the
purchase price, in whole or in part, in shares of Common Stock but such portion
of the purchase price shall ultimately be paid to such holder entirely in cash
because any of the conditions to payment of the purchase price in shares of
Common Stock is not satisfied prior to the close of business on the applicable
Repurchase Date, the undersigned registered owner elects:

[ ]   to withdraw this Repurchase Notice as to $[ ] principal amount of the
Notes to which this Repurchase Notice relates (Certificate Numbers: ), or

[ ]   to receive cash in respect of $[ ] principal amount of the Notes to which
this Repurchase Notice relates.

      Dated:

      Signature(s):

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

      Note Certificate Number (if applicable):

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

      Social Security or Other Taxpayer Identification Number:
<PAGE>
                                   ASSIGNMENT

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

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

      [ ]   To Steel Dynamics, Inc. 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 Steel Dynamics, Inc. 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)


                                        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, al in
                                        accordance
<PAGE>
                                        with the Securities Exchange Act of
                                        1934, as amended.


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


NOTICE: The signature on the Conversion Notice, the Option to Elect Redemption
upon a Fundamental Change, the Repurchase Notice or the Assignment must
correspond with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change whatever.
<PAGE>
                                                                      Schedule I

                  [Include Schedule I only for a Global Note]

                              STEEL DYNAMICS, INC.
                    4% Convertible Subordinated Note Due 2012

No. _______

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

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</TABLE>