<PAGE>   1
                                                                     EXHIBIT 4.5


==============================================================================









                                IVAX CORPORATION

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION
                                       as
                                     Trustee

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

                                    INDENTURE

                             Dated as of May 4, 2001

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

                          $575,000,000 Principal Amount

                          (Plus Over-allotment Option)

              4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2008


==============================================================================




<PAGE>   2


892476.5










                              CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>

   TIA                                                                                  INDENTURE
SECTION                                                                                   SECTION
-------                                                                                 -----------
<S>                                                                                         <C>
310(a)(1)........................................................................           7.10
      (a)(2).....................................................................           7.10
      (a)(3).....................................................................           N.A.
      (a)(4).....................................................................           N.A.
      (b)........................................................................           7.08; 7.10; 12.02
      (c)........................................................................           N.A.
311(a)...........................................................................           7.11
      (b)........................................................................           7.11
      (c)........................................................................           N.A.
312(a)...........................................................................           2.05
      (b)........................................................................          12.03
      (c)........................................................................          12.03
313(a)...........................................................................           7.06
      (b)(1).....................................................................           N.A.
      (b)(2).....................................................................           7.06
      (c)........................................................................           7.06; 12.02
      (d)........................................................................           7.06
314(a)...........................................................................           4.02
      (b)........................................................................           N.A.
      (c)(1).....................................................................          12.04
      (c)(2).....................................................................          12.04
      (c)(3).....................................................................           N.A.
      (d)........................................................................           N.A.
      (e)........................................................................          12.05
      (f)........................................................................           N.A.
315(a)...........................................................................           7.01(B)
      (b)........................................................................           7.05; 12.02
      (c)........................................................................           7.01(A)
      (d)........................................................................           7.01(C)
      (e)........................................................................           6.11
316(a)(last sentence)............................................................           2.09
      (a)(1)(A)..................................................................           6.05
      (a)(1)(B)..................................................................           6.04
      (a)(2).....................................................................           N.A.
      (b)........................................................................           6.07
317(a)(1)........................................................................           6.08
      (a)(2).....................................................................           6.09
      (b)........................................................................           2.04
318(a)...........................................................................          12.01
</TABLE>


------------
N.A. means Not Applicable

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


<PAGE>   3



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>      <C>                                                                                                 <C>

                                   I. DEFINITIONS AND INCORPORATION BY REFERENCE

         1.01       Definitions...............................................................................1
         1.02       Other Definitions.........................................................................3
         1.03       Incorporation by Reference of Trust Indenture Act.........................................4
         1.04       Rules of Construction.....................................................................4

                                                II. THE SECURITIES

         2.01       Form and Dating...........................................................................5
         2.02       Execution and Authentication..............................................................5
         2.03       Registrar, Paying Agent and Conversion Agent..............................................6
         2.04       Paying Agent to Hold Money in Trust.......................................................7
         2.05       Securityholder Lists......................................................................7
         2.06       Transfer and Exchange.....................................................................7
         2.07       Replacement Securities....................................................................8
         2.08       Outstanding Securities....................................................................8
         2.09       Securities Held by the Company or an Affiliate............................................8
         2.10       Temporary Securities......................................................................8
         2.11       Cancellation..............................................................................9
         2.12       Defaulted Interest........................................................................9
         2.13       CUSIP Numbers.............................................................................9
         2.14       Deposit of Moneys.........................................................................9
         2.15       Book-Entry Provisions for Global Securities..............................................10
         2.16       Special Transfer Provisions..............................................................11
         2.17       Restrictive Legends......................................................................14

                                                  III. REDEMPTION

         3.01       Notices to Trustee.......................................................................14
         3.02       Selection of Securities to Be Redeemed...................................................14
         3.03       Notice of Redemption.....................................................................15
         3.04       Effect of Notice of Redemption...........................................................16
         3.05       Deposit of Redemption Price..............................................................16
         3.06       Securities Redeemed in Part..............................................................16
         3.07       Repurchase at Option of Holder upon a Change in Control..................................16

                                                 IV. COVENANTS

         4.01       Payment of Securities....................................................................19
         4.02       Maintenance of Office or Agency..........................................................19

</TABLE>


                                   -i-


<PAGE>   4
<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>      <C>                                                                                                 <C>

         4.03       Reports..................................................................................20
         4.04       Compliance Certificate...................................................................20
         4.05       Stay, Extension and Usury Laws...........................................................20
         4.06       Corporate Existence......................................................................21
         4.07       Notice of Default........................................................................21

                                                  V. SUCCESSORS

         5.01       When Company May Merge, etc..............................................................21
         5.02       Successor Substituted....................................................................21

                                             VI. DEFAULTS AND REMEDIES

         6.01       Events of Default........................................................................22
         6.02       Acceleration.............................................................................23
         6.03       Other Remedies...........................................................................23
         6.04       Waiver of Past Defaults..................................................................23
         6.05       Control by Majority......................................................................24
         6.06       Limitation on Suits......................................................................24
         6.07       Rights of Holders to Receive Payment.....................................................24
         6.08       Collection Suit by Trustee...............................................................25
         6.09       Trustee May File Proofs of Claim.........................................................25
         6.10       Priorities...............................................................................25
         6.11       Undertaking for Costs....................................................................25

                                                   VII. TRUSTEE

         7.01       Duties of Trustee........................................................................26
         7.02       Rights of Trustee........................................................................27
         7.03       Individual Rights of Trustee.............................................................28
         7.04       Trustee's Disclaimer.....................................................................28
         7.05       Notice of Defaults.......................................................................28
         7.06       Reports by Trustee to Holders............................................................28
         7.07       Compensation and Indemnity...............................................................28
         7.08       Replacement of Trustee...................................................................29
         7.09       Successor Trustee by Merger, etc.........................................................30
         7.10       Eligibility; Disqualification............................................................30
         7.11       Preferential Collection of Claims Against Company........................................30

                                           VIII. DISCHARGE OF INDENTURE

         8.01       Termination of Company's Obligations.....................................................30
         8.02       Application of Trust Money...............................................................31
         8.03       Repayment to Company.....................................................................31
         8.04       Reinstatement............................................................................32
</TABLE>

                                      -ii-

<PAGE>   5
<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>      <C>                                                                                                 <C>


                                                  IX. AMENDMENTS

         9.01       Without Consent of Holders...............................................................32
         9.02       With Consent of Holders..................................................................32
         9.03       Compliance with Trust Indenture Act......................................................33
         9.04       Revocation and Effect of Consents........................................................33
         9.05       Notation on or Exchange of Securities....................................................34
         9.06       Trustee Protected........................................................................34

                                                   X. CONVERSION

         10.01      Conversion Privilege; Restrictive Legends................................................34
         10.02      Conversion Procedure.....................................................................35
         10.03      Fractional Shares........................................................................35
         10.04      Taxes on Conversion......................................................................36
         10.05      Company to Provide Stock.................................................................36
         10.06      Adjustment for Changes in Capital Stock..................................................36
         10.07      Adjustment for Rights to Purchase Shares Below Market Price..............................37
         10.08      Adjustment for Other Distributions.......................................................39
         10.09      Voluntary Adjustment.....................................................................40
         10.10      Current Market Price.....................................................................40
         10.11      When Adjustment May Be Deferred..........................................................40
         10.12      When No Adjustment Required..............................................................41
         10.13      Notice of Adjustment.....................................................................41
         10.14      Notice of Certain Transactions...........................................................41
         10.15      Reorganization of the Company............................................................41
         10.16      Company Determination Final..............................................................42
         10.17      Trustee's Disclaimer.....................................................................42

                                                 XI. SUBORDINATION

         11.01      Agreement to Subordinate.................................................................42
         11.02      Certain Definitions......................................................................42
         11.03      Liquidation; Dissolution; Bankruptcy.....................................................43
         11.04      Company Not to Make Payments with Respect to Securities in Certain Circumstances.........43
         11.05      Acceleration of Securities...............................................................44
         11.06      When Distribution Must Be Paid Over......................................................44
         11.07      Notice by Company........................................................................44
         11.08      Subrogation..............................................................................45
         11.09      Relative Rights..........................................................................45
         11.10      Subordination May Not Be Impaired by Company.............................................45
         11.11      Distribution or Notice to Representative.................................................45
         11.12      Rights of Trustee and Paying Agent.......................................................45
         11.13      Officers' Certificate....................................................................46
         11.14      Obligation of Company Unconditional......................................................46
</TABLE>


                                     -iii-

<PAGE>   6
<TABLE>
<CAPTION>

                                                                                                           PAGE
                                                                                                           ----
<S>      <C>                                                                                                 <C>

         11.15      Not to Prevent Events of Default.........................................................47
         11.16      Prohibition on Incurrence of Layered Indebtedness........................................47

                                             XII. MISCELLANEOUS

         12.01      Trust Indenture Act Controls.............................................................47
         12.02      Notices..................................................................................47
         12.03      Communication by Holders with Other Holders..............................................48
         12.04      Certificate and Opinion as to Conditions Precedent.......................................48
         12.05      Statements Required in Certificate or Opinion............................................48
         12.06      Rules by Trustee and Agents..............................................................49
         12.07      Legal Holidays...........................................................................49
         12.08      No Recourse Against Others...............................................................49
         12.09      Duplicate Originals......................................................................49
         12.10      Governing Law............................................................................50
         12.11      No Adverse Interpretation of Other Agreements............................................50
         12.12      Successors...............................................................................50
         12.13      Separability.............................................................................50
         12.14      Table of Contents, Headings, etc.........................................................50
</TABLE>


                                      -iv-
<PAGE>   7


         INDENTURE, dated as of May 4, 2001 between IVAX CORPORATION, a Florida
corporation (the "COMPANY"), and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as trustee (the "TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 4 1/2% Convertible
Senior Subordinated Notes Due 2008 (the "SECURITIES").

                 I. DEFINITIONS AND INCORPORATION BY REFERENCE

1.01 DEFINITIONS.

         "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, "control" shall mean the power to direct the management and
policies of a person through the ownership of securities, by contract or
otherwise.

         "AGENT" means any Registrar, Paying Agent, Conversion Agent or
co-registrar.

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

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

         "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of the Company and all
warrants or options to acquire such capital stock.

         "COMMON STOCK" means the Common Stock, par value $0.10 of the Company.

         "COMPANY" means the party named as such above until a successor
replaces it pursuant to the applicable provision hereof and thereafter means the
successor.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed on behalf of the Company by its Chairman of the Board, its President or
any Vice President and by its Treasurer or an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

         "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 12.02 or such other address as the Trustee may give
notice of to the Company.

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

         "DEPOSITORY" means The Depository Trust Company, its nominees and
successors.



<PAGE>   8


         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

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

         "IAI GLOBAL SECURITY" means a permanent Global Security in registered
form representing the aggregate Principal Amount of securities sold to
Institutional Accredited Investors.

         "INDENTURE" means this Indenture as amended or supplemented from time
to time.

         "INSTITUTIONAL ACCREDITED INVESTOR" means an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Act that is an
institutional investor.

         "INTEREST" includes liquidated damages, unless the context otherwise
requires.

         "LIQUIDATED DAMAGES" has the meaning provided in the Registration
Rights Agreement.

         "MATURITY DATE" means May 15, 2008.

         "OFFICER" means the Chairman of the Board, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company.

         "OFFICERS' CERTIFICATE" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who may
be an employee of or counsel for the Company or other counsel reasonably
acceptable to the Trustee.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.

         "QIB" means a "qualified institutional buyer" within the meaning of
Rule 144A under the Act.

         "REDEMPTION PRICE" means, with respect to a Security to be redeemed by
the Company in accordance with ARTICLE III, the percentage of the outstanding
principal amount of such Security payable by the Company upon such redemption.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of May 4, 2001 between the Company and the Initial Purchaser.

         "REGULATION S" means Regulation S under the Securities Act.

         "REGULATION S GLOBAL SECURITY" means a permanent Global Security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Regulation S.



                                      -2-
<PAGE>   9


         "REPURCHASE PRICE" means, with respect to a Security duly tendered for
purchase by the Company in accordance with SECTION 3.07, 100% of the outstanding
principal amount of such Security so tendered.

         "RESTRICTED SECURITY" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
PROVIDED, HOWEVER, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Security
constitutes a Restricted Security.

         "RULE 144A GLOBAL SECURITY" means a permanent Global Security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Rule 144A.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means the 4 1/2% Convertible Senior Subordinated Notes Due
2008 issued by the Company pursuant to this Indenture.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITYHOLDER" has the meaning given to such term in the Registration
Rights Agreement.

         "SUBSIDIARY" means (i) a corporation a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more subsidiaries thereof or (ii)
any other person (other than a corporation) in which the Company, one or more
subsidiaries thereof or the Company and one or more subsidiaries thereof,
directly or indirectly, at the date of determination thereof, have at least
majority ownership interest.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

         "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions hereof and thereafter
means the successor.

         "TRUST OFFICER" means any officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

1.02 OTHER DEFINITIONS.

                   TERM                                  DEFINED IN SECTION
                   ----                                  ------------------
          "BANKRUPTCY LAW"............................                 6.01
          "BUSINESS DAY"..............................                12.07
          "CHANGE IN CONTROL".........................                 3.07
          "COMPANY NOTICE"............................                 3.07



                                      -3-
<PAGE>   10

          "CONVERSION AGENT"..........................                 2.03
          "CUSTODIAN".................................                 6.01
          "EVENT OF DEFAULT"..........................                 6.01
          "GLOBAL SECURITY"...........................                 2.01
          "INCUMBENT BOARD"...........................                 3.07
          "INDEBTEDNESS"..............................                11.02
          "INITIAL PURCHASER".........................                 2.02
          "LEGAL HOLIDAY".............................                12.07
          "PARTICIPANTS"..............................                 2.15
          "PAYING AGENT"..............................                 2.03
          "PERMITTED DIVIDEND AMOUNT".................                10.08
          "PHYSICAL SECURITIES".......................                 2.01
          "PRIVATE PLACEMENT LEGEND"..................                 2.17
          "REGISTRAR".................................                 2.03
          "REPRESENTATIVE"............................                11.02
          "REPURCHASE DATE"...........................                 3.07
          "REPURCHASE RIGHT"..........................                 3.07
          "SENIOR INDEBTEDNESS".......................                11.02
          "U.S. GOVERNMENT OBLIGATIONS"...............                 8.01


1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "COMMISSION" means the SEC;
         "INDENTURE SECURITIES" means the Securities;
         "INDENTURE SECURITY HOLDER" means a Securityholder or a Holder;
         "INDENTURE TO BE QUALIFIED" means this Indenture;
         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and
         "OBLIGOR" on the indenture securities means the Company or any
         successor.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein have the meanings so assigned to them.

1.04 RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

                  (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles in
effect on the date hereof;



                                      -4-
<PAGE>   11


                  (iii) "or" is not exclusive;

                  (iv) words in the singular include the plural and in the
plural include the singular;

                  (v) provisions apply to successive events and transactions;
and

                  (vi) "herein", "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

                               II. THE SECURITIES

2.01 FORM AND DATING.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form set forth in EXHIBIT A, which is incorporated in and
forms a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security shall
be dated the date of its authentication.

         Securities offered and sold in reliance on Rule 144A, Securities
offered and sold in reliance on Regulation S and Securities offered and sold to
Institutional Accredited Investors shall be issued initially in the form of one
or more Global Securities, substantially in the form set forth in EXHIBIT A (the
"GLOBAL SECURITY"), deposited with the Trustee, as custodian for the Depository,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided and shall bear the legends set forth in EXHIBITS B-1 AND B-2. The
aggregate principal amount of the Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

         Securities issued in exchange for interests in a Global Security
pursuant to SECTION 2.15 may be issued and Securities offered and sold in
reliance on any other exemption from registration under the Securities Act other
than as described in the preceding paragraph shall be issued in the form of
permanent certificated Securities in registered form in substantially the form
set forth in EXHIBIT A (the "PHYSICAL SECURITIES").

         All Notes offered and sold in reliance on Regulation S shall remain in
the form of a Global Security for one year after the issue date for the
Securities.

2.02 EXECUTION AND AUTHENTICATION.

         One Officer shall sign the Securities for the Company by manual or
facsimile signature.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.



                                      -5-
<PAGE>   12


         A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

         Upon a written order of the Company signed by one Officer of the
Company, the Trustee shall authenticate Securities for original issue in the
principal amount of $575,000,000 and such additional principal amounts, if any,
as shall be determined pursuant to the next sentence of this SECTION 2.02. Upon
receipt by the Trustee of an Officers' Certificate stating that the Initial
Purchaser has elected to purchase from the Company a specified principal amount
of additional Securities, not to exceed $150,000,000, pursuant to Section l of
the Purchase Agreement dated as of May 1, 2001, between the Company, as issuer,
and UBS Warburg LLC, as initial purchaser (the "INITIAL PURCHASER"), the Trustee
shall authenticate and deliver such specified principal amount of additional
Securities to or upon the written order of the Company signed as provided in the
immediately preceding sentence. Such Officers' Certificate must be received by
the Trustee not later than June 1, 2001, at least two full business days prior
to the proposed date for delivery of such additional Securities. The aggregate
principal amount of Securities outstanding at any time may not exceed
$725,000,000 except as provided in SECTION 2.07.

         Upon a written order of the Company signed by two Officers or by an
Officer and an Assistant Treasurer of the Company, the Trustee shall
authenticate Securities not bearing the Private Placement Legend to be issued to
the transferee when sold pursuant to an effective registration statement under
the Securities Act as set forth in SECTION 2.16(D).

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such Agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

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

2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("REGISTRAR"), an office
or agency where Securities may be presented for payment ("PAYING AGENT") and an
office or agency where Securities may be presented for conversion ("CONVERSION
AGENT"). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may appoint or change one or more
co-registrars, one or more additional paying agents and one or more additional
conversion agents without notice and may act in any such capacity on its own
behalf. The term "Registrar" includes any co-registrar; the term "PAYING AGENT"
includes any additional paying agent; and the term "CONVERSION AGENT" includes
any additional conversion agent.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the



                                      -6-
<PAGE>   13

provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent,
the Trustee shall act as such.

         The Company initially appoints the Trustee as Paying Agent, Registrar
and Conversion Agent.

2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

         Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys held by the Paying Agent for the
payment of the Securities, and shall notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no
further liability for the money. If the Company acts as Paying Agent, it shall
segregate and hold as a separate trust fund all money held by it as Paying
Agent.

2.05 SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee on or before each interest payment date and at such other times
as the Trustee may request in writing a list, in such form and as of such date
as the Trustee may reasonably require, of the names and addresses of
Securityholders.

2.06 TRANSFER AND EXCHANGE.

         Where Securities are presented to the Registrar with a request to
register their transfer or to exchange them for an equal principal amount of
Securities of other authorized denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transaction are met.
To permit registrations of transfer and exchanges, the Trustee shall
authenticate Securities at the Registrar's request. The Company or the Trustee,
as the case may be, shall not be required (a) to issue, authenticate, register
the transfer of or exchange any Security during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of the
Securities selected for redemption under SECTION 3.03 and ending at the close of
business on the day of such mailing, or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of Securities being redeemed in part.

         No service charge shall be made for any transfer, exchange or
conversion of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer, exchange or conversion of Securities, other than
exchanges pursuant to SECTIONS 2.10, 3.06, 9.05 OR 10.02 not involving any
transfer.



                                      -7-
<PAGE>   14

2.07 REPLACEMENT SECURITIES.

         If the Holder of a Security claims that the Security has been
mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security if the Trustee's requirements
are met and, in the case of a mutilated Security, such mutilated Security is
surrendered to the Trustee. In the case of lost, destroyed or wrongfully taken
Securities, if required by the Trustee, an indemnity bond must be provided by
the Holder that is sufficient in the judgment of the Trustee to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. The Trustee may charge for its expenses in replacing a
Security.

         In case any such mutilated, lost, destroyed or wrongfully taken
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security when due.

         Every replacement Security is an additional obligation of the Company
only as provided in SECTION 2.08.

2.08 OUTSTANDING SECURITIES.

         Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those converted, those cancelled by it, those
delivered to it for cancellation and those described in this SECTION 2.08 as not
outstanding. A Security does not cease to be outstanding because the Company or
one of its subsidiaries or Affiliates holds the Security.

         If a Security is replaced pursuant to SECTION 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Security is held by a protected purchaser.

         If the Paying Agent (other than the Company) holds on a redemption date
or maturity date money sufficient to pay Securities payable on that date, then
on and after that date, such Securities shall be deemed to be no longer
outstanding and interest on them shall cease to accrue.

2.09 SECURITIES HELD BY THE COMPANY OR AN AFFILIATE.

         In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or a subsidiary or an Affiliate shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded.

2.10 TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.


                                      -8-
<PAGE>   15


Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities.

2.11 CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Securities surrendered to them for transfer, exchange, payment
or conversion. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, conversion or cancellation and the Trustee shall destroy
cancelled Securities and deliver a certificate of any such destruction to the
Company. The Company may not issue new Securities to replace Securities that it
has paid or delivered to the Trustee for cancellation or that any Securityholder
has converted pursuant to ARTICLE X.

2.12 DEFAULTED INTEREST.

         If and to the extent the Company defaults in a payment of interest on
the Securities, it shall pay the defaulted interest in any lawful manner plus,
to the extent not prohibited by applicable statute or case law, interest payable
on the defaulted interest at the rate provided in the Securities. It may pay the
defaulted interest to the persons who are Securityholders on a subsequent
special record date. The Company shall fix such record date and payment date. At
least 15 days before the record date, the Company shall mail to Securityholders
a notice that states the record date, payment date and amount of interest to be
paid.

2.13 CUSIP NUMBERS.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP numbers in notices of
redemption or exchange as a convenience to Holders; PROVIDED, HOWEVER, that no
representation is hereby deemed to be made by the Trustee as to the correctness
or accuracy of the CUSIP numbers printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities. The Company shall promptly notify the Trustee of any change in
the CUSIP number.

2.14 DEPOSIT OF MONEYS.

         Prior to 11:00 a.m., New York City time, on each interest payment date,
maturity date, redemption date and Repurchase Date, the Company shall have
deposited with the Paying Agent in immediately available funds money sufficient
to make cash payments, if any, due on such interest payment date, maturity date,
redemption date and Repurchase Date, as the case may be, in a timely manner
which permits the Paying Agent to remit payment to the Holders on such interest
payment date, maturity date, redemption date and Repurchase Date, as the case
may be.



                                      -9-
<PAGE>   16


2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

(A) The Global Securities initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, (ii) be delivered to the Trustee
as custodian for such Depository and (iii) bear legends as set forth in SECTION
2.17.

         Members of, or participants in, the Depository ("PARTICIPANTS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Security, and the Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and Participants, the operation of customary practices governing the exercise of
the rights of a Holder of any Security.

         (B) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Securities may be
transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of SECTION 2.16. In
addition, Physical Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Securities if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by the Company within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a written request from
the Depository to issue Physical Securities.

         (C) In connection with any transfer or exchange of a portion of the
beneficial interest in a Global Security to beneficial owners pursuant to
SECTION 2.15(B), the Registrar shall (if one or more Physical Securities are to
be issued) reflect on its books and records the date and a decrease in the
aggregate principal amount of such Global Security in an amount equal to the
aggregate principal amount of the beneficial interest in the Global Security to
be transferred, and the Company shall execute and the Trustee shall authenticate
and deliver, one or more Physical Securities of authorized denominations in an
aggregate principal amount equal to the aggregate principal amount of the
beneficial interest in the Global Security so transferred.

         (D) In connection with the transfer of a Global Security in its
entirety to beneficial owners pursuant to SECTION 2.15(B), such Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon written instructions from the
Company authenticate and deliver, to each beneficial owner identified by the
Depository in exchange for its beneficial interest in such Global Security, an
equal aggregate principal amount of Physical Securities of authorized
denominations.

         (E) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in a Global Security pursuant to SECTION 2.15(B) OR
(C) shall, except as otherwise provided by SECTION 2.16, bear the Private
Placement Legend (as defined).



                                      -10-
<PAGE>   17

         (F) The Holder of any Global Security may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

2.16 SPECIAL TRANSFER PROVISIONS.

         (A) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS AND
NON-U.S. PERSONS. The following provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Security to any
Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

                  (i) the Registrar shall register the transfer of any
         Restricted Security, whether or not such Security bears the Private
         Placement Legend, if (x) the requested transfer is after the second
         anniversary of the issue date for the Securities; PROVIDED, HOWEVER,
         that neither the Company nor any Affiliate of the Company has held any
         beneficial interest in such Security, or portion thereof, at any time
         on or prior to the second anniversary of the issue date for the
         Securities or (y)(1) in the case of a transfer to an Institutional
         Accredited Investor which is not a QIB (excluding Non-U.S. Persons),
         the proposed transferee has delivered to the Registrar a certificate
         substantially in the form of EXHIBIT C hereto and any legal opinions
         and certifications required thereby and (2) in the case of a transfer
         to a Non-U.S. Person on or before the first anniversary of the issue
         date for the Securities, the proposed transferor has delivered to the
         Registrar certificates substantially in the form of EXHIBIT D-1 and
         EXHIBIT D-2 hereto; PROVIDED, that if the transferor is a Non-U.S.
         Person who has previously furnished a certificate substantially in the
         form of EXHIBIT D-2, such transferor need not furnish a certificate in
         the form of EXHIBIT D-1;

                  (ii) if the proposed transferee is a Participant and the Notes
         to be transferred consist of Physical Securities which after transfer
         are to be evidenced by an interest in the Global Security, upon receipt
         by the Registrar of (x) written instructions given in accordance with
         the Depository's and the Registrar's procedures and (y) the appropriate
         certificate, if any, required by clause (y) of paragraph (i) above, the
         Registrar shall register the transfer and reflect on its books and
         records the date and an increase in the aggregate principal amount of
         the Global Security in an amount equal to the aggregate principal
         amount of Physical Securities to be transferred, and the Trustee shall
         cancel the Physical Securities so transferred; and

                  (iii) if the proposed transferor is a Participant seeking to
         transfer an interest in the Rule 144A Global Security, upon receipt by
         the Registrar of (x) written instructions given in accordance with the
         Depository's and the Registrar's procedures and (y) the appropriate
         certificate, if any, required by clause (y) of paragraph (i) above, the
         Registrar shall register the transfer and reflect on its books and
         records the date and (A) a decrease in the aggregate principal amount
         of the Rule 144A Global Security in an amount equal to the aggregate



                                      -11-
<PAGE>   18

         principal amount of the Securities to be transferred and (B) an
         increase in the aggregate principal amount of the Regulation S Global
         Security or the IAI Global Security, as the case may be, in an amount
         equal to the aggregate principal amount of the Securities to be
         transferred.

         (B) TRANSFERS TO QIBS. The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security to
a QIB:

                  (i) the Registrar shall register the transfer of any
         Restricted Security, whether or not such Security bears the Private
         Placement Legend, if (x) the requested transfer is after the second
         anniversary of the issue date for the Securities; PROVIDED, HOWEVER,
         that neither the Company nor any Affiliate of the Company has held any
         beneficial interest in such Security, or portion thereof, at any time
         on or prior to the second anniversary of the issue date for the
         Securities or (y) such transfer is being made by a proposed transferor
         who has checked the box provided for on the form of Security stating,
         or has otherwise advised the Company and the Registrar in writing, that
         the sale has been made in compliance with the provisions of Rule 144A
         to a transferee who has signed the certification provided for on the
         form of Security stating, or has otherwise advised the Company and the
         Registrar in writing, that it is purchasing the Security for its own
         account or an account with respect to which it exercises sole
         investment discretion and that it and any such account is a QIB within
         the meaning of Rule 144A, and is aware that the sale to it is being
         made in reliance on Rule 144A and acknowledges that it has received
         such information regarding the Company as it has requested pursuant to
         Rule 144A or has determined not to request such information and that it
         is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A;

                  (ii) if the proposed transferee is a Participant and the
         Securities to be transferred consist of Physical Securities which after
         transfer are to be evidenced by an interest in the Global Security,
         upon receipt by the Registrar of written instructions given in
         accordance with the Depository's and Registrar's procedures, the
         Registrar shall register the transfer and reflect on its books and
         records the date and an increase in the principal amount of the Global
         Security in an amount equal to the principal amount of Physical
         Securities to be transferred, and the Trustee shall cancel the Physical
         Securities so transferred; and

                  (iii) if the proposed transferor is a Participant seeking to
         transfer an interest in the Regulation S Global Security or the IAI
         Global Security, upon receipt by the Registrar of written instructions
         given in accordance with the Depository's and the Registrar's
         procedures, the Registrar shall register the transfer and reflect on
         its books and records the date and (A) a decrease in the aggregate
         principal amount of the Regulation S Global Security or the IAI Global
         Security, as the case may be, in an amount equal to the aggregate



                                      -12-
<PAGE>   19

         principal amount of the Securities to be transferred and (B) an
         increase in the aggregate principal amount of the Rule 144A Global
         Security in an amount equal to the aggregate principal amount of the
         Securities to be transferred.

         (C) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture, a Global Security may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

         (D) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar or co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Registrar or co-Registrar shall
deliver only Securities that bear the Private Placement Legend unless (i) the
requested transfer is after the second anniversary of the issue date for the
Securities (PROVIDED, HOWEVER, that neither the Company nor any Affiliate of the
Company has held any beneficial interest in such Security, or portion thereof,
at any time prior to or on the second anniversary of the issue date) for the
Securities, (ii) there is delivered to the Trustee an Opinion of Counsel
reasonably satisfactory to the Company to the effect that neither such legend
nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act or (iii) such Security has
been sold pursuant to an effective registration statement under the Securities
Act and the Holder selling such Securities has delivered to the Registrar or
co-Registrar a notice in the form of EXHIBIT E hereto. Upon the effectiveness of
the Shelf Registration Statement (as defined in the Registration Rights
Agreement) the Company shall deliver to the Trustee a notice of effectiveness, a
Security or Securities, an authentication order in accordance with SECTION 2.02
and an opinion of counsel in the form of EXHIBIT F hereto and, if required by
the Depository, the Company shall deliver to the Depository a letter of
representations in a form reasonably acceptable to the Depository.

         (E) GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.15 or this SECTION 2.16.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         (F) TRANSFERS OF SECURITIES HELD BY AFFILIATES. Any certificate (i)
evidencing a Security that has been transferred to an Affiliate of the Company
within two years after the issue date for the Securities, as evidenced by a
notation on the Assignment Form for such transfer or in the representation
letter delivered in respect thereof or (ii) evidencing a Security that has been
acquired from an Affiliate (other than by an Affiliate) in a transaction or a
chain of transactions not involving any public offering, shall, until two years



                                      -13-
<PAGE>   20

after the last date on which either the Company or any Affiliate of the Company
was an owner of such Security, in each case, bear the Private Placement Legend,
unless otherwise agreed by the Company (with written notice thereof to the
Trustee).

2.17 RESTRICTIVE LEGENDS.
         Each Global Security and Physical Security that constitutes a
Restricted Security shall bear the legend (the "PRIVATE PLACEMENT LEGEND") as
set forth in EXHIBIT B-1 on the face thereof until after the second anniversary
of the later of (i) the issue date for the Securities and (ii) the last date on
which the Company or any Affiliate of the Company was the owner of such Security
(or any predecessor security) (or such shorter period of time as permitted by
Rule 144(k) under the Securities Act or any successor provision thereunder) (or
such longer period of time as may be required under the Securities Act or
applicable state securities laws in the opinion of counsel for the Company,
unless otherwise agreed by the Company and the Holder thereof).

         Each Global Security shall also bear the legend as set forth in EXHIBIT
B-2.

                                III. REDEMPTION

3.01 NOTICES TO TRUSTEE.

         If the Company wants to redeem Securities pursuant to PARAGRAPH 6 of
the Securities, it shall notify the Trustee at least 30 days prior to the
redemption date (unless a shorter notice period shall be satisfactory to the
Trustee) of the redemption date and the aggregate principal amount of Securities
to be redeemed. If the Company wants to credit against any such redemption
Securities it has not previously delivered to the Trustee for cancellation
(other than Securities repurchased pursuant to SECTION 3.07), it shall deliver
the Securities with the notice.

3.02 SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed in compliance with the requirements of the
principal exchange or market, if any, on which the Securities are listed, or, if
the Securities are not so listed, on either a pro rata basis or by lot or such
other method as the Trustee shall deem fair and equitable. The Trustee shall
make the selection from Securities outstanding not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000 principal amount.
Securities and portions of them it selects shall be in amounts of $1,000
principal amount or whole multiples of $1,000 principal amount. The Trustee
shall promptly notify the Company in writing of the Securities selected for
redemption and the principal amount thereof to be redeemed. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

         The Registrar need not transfer or exchange any Securities selected for
redemption. Also, the Registrar need not transfer or exchange any Securities for
a period of 15 days before selecting Securities to be redeemed.



                                      -14-
<PAGE>   21

3.03 NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail by first-class mail a notice of redemption to each Holder
whose Securities are to be redeemed.

         The notice shall identify the Securities and the aggregate principal
amount thereof to be redeemed and shall state:

                  (i) the redemption date;

                  (ii) the Redemption Price, plus the amount of accrued and
         unpaid interest to be paid on the Securities called for redemption;

                  (iii) the then current conversion rate and conversion price;

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

                  (v) the date on which the right to convert the principal of
         the Securities called for redemption will terminate and the place or
         places where such Securities may be surrendered for conversion;

                  (vi) that Holders who want to convert Securities must satisfy
         the requirements in ARTICLE X;

                  (vii) the paragraph of the Securities pursuant to which the
         Securities are to be redeemed;

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

                  (ix) that interest on Securities called for redemption ceases
         to accrue on and after the redemption date; and

                  (x) the CUSIP number of the Securities.

         The date on which the right to convert the principal of the Securities
called for redemption will terminate shall be at the close of business on the
date that is five business days prior to the redemption date.

         At the Company's request, upon reasonable prior notice, the Trustee
shall give the notice of redemption in the Company's name and at the Company's
expense; provided that the form and content of such notice shall be prepared by
the Company.



                                      -15-
<PAGE>   22

3.04 EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date at the Redemption Price plus
accrued and unpaid interest to the date of redemption, and, on and after such
date (unless the Company shall default in the payment of the Redemption Price),
such Securities shall cease to bear interest. Upon surrender to the Paying
Agent, such Securities shall be paid at the Redemption Price plus accrued
interest to the redemption date, unless the redemption date is an interest
payment date, in which case the accrued interest will be paid in the ordinary
course.

3.05 DEPOSIT OF REDEMPTION PRICE.

         On or before the redemption date, the Company shall deposit with the
Paying Agent money in funds immediately available on the redemption date
sufficient to pay the Redemption Price of and accrued interest on all Securities
to be redeemed on that date. The Paying Agent shall return to the Company, as
soon as practicable, any money not required for that purpose.

3.06 SECURITIES REDEEMED IN PART.

         Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for the Holder a new Security
or Securities in an aggregate principal amount equal to the unredeemed portion
of the Security surrendered.

         If any Security selected for partial redemption is converted in part,
the converted portion of such Security shall be deemed (so far as may be) to be
the portion selected for redemption.

3.07 REPURCHASE AT OPTION OF HOLDER UPON A CHANGE IN CONTROL.

         Upon any Change in Control (as defined below) with respect to the
Company, each Holder of Securities shall have the right (the "REPURCHASE
RIGHT"), at the Holder's option, to require the Company to repurchase all of
such Holder's Securities, or a portion thereof which is $1,000 or any integral
multiple thereof, on the date (the "REPURCHASE DATE") that is 45 days after the
date of the Company Notice (as defined below) at the Repurchase Price set forth
in the Securities, plus accrued and unpaid interest, if any, to the Repurchase
Date.

         Within 30 days after the occurrence of a Change in Control, the Company
is obligated to mail to all Holders of record of the Securities a notice (the
"COMPANY NOTICE") of the occurrence of such Change in Control and the Repurchase
Right arising as a result thereof. The Company shall deliver a copy of the
Company Notice to the Trustee and shall cause a copy to be published at the
Company's expense in THE NEW YORK TIMES and in THE WALL STREET JOURNAL or
another newspaper of national circulation. To exercise the Repurchase Right, a
Holder of Securities must deliver on or before the 30th day after the date of
the Company Notice irrevocable written notice to the Company (or an agent
designated by the Company for such purpose) and the Trustee of the Holder's
exercise of such right together with the Securities with respect to which the
right is being exercised, duly endorsed for transfer.



                                      -16-
<PAGE>   23

         Each Company Notice shall state:

                  (i) the Repurchase Date;

                  (ii) the date by which the Repurchase Right must be exercised;

                  (iii) the Repurchase Price, plus the amount of accrued
         interest to be paid on the Securities to be repurchased;

                  (iv) a description of the procedure which a Holder must follow
         to exercise a Repurchase Right;

                  (v) that the Securities are to be surrendered for payment of
         the Repurchase Price;

                  (vi) that exercise of the Repurchase Right is irrevocable, and
         Holders who elect to exercise the Repurchase Right will forfeit the
         right to convert Securities submitted for repurchase;

                  (vii) the then existing conversion rate and conversion price
         for conversion of Securities and the place or places where such
         Securities may be surrendered for conversion; and

                  (viii) the CUSIP number of the Securities.

         No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a Repurchase Right.

         In the event any Holder exercises its Repurchase Right, such Holder's
conversion right will terminate upon receipt of the written notice of exercise
of such Repurchase Right.

         To exercise a Repurchase Right a Holder shall deliver to the Company
(if it is acting as its own Paying Agent) or to a Paying Agent designated by the
Company for such purpose in the Company Notice within the period set forth in
the second paragraph of this SECTION 3.07, (i) the Option of Holder To Elect
Purchase Notice on the back of the Securities with respect to which the
Repurchase Right is being exercised, duly completed and signed, with appropriate
signature guarantee, and (ii) such Securities with respect to which the
Repurchase Right is being exercised, duly endorsed for transfer to the Company,
and the Holder of such Securities shall be entitled to receive from the Company
(if it is acting as its own Paying Agent) or such Paying Agent a nontransferable
receipt of deposit evidencing such deposit.

         In the event a Repurchase Right shall be exercised in accordance with
the terms hereof, the Company shall pay or cause to be paid the applicable
Repurchase Price (plus accrued and unpaid interest) with respect to the
Securities as to which the Repurchase Right shall have been exercised to the
Holder on the Repurchase Date.

         On or prior to a Repurchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust in accordance with SECTION 2.04) an amount of
money (to be available on the Repurchase Date) sufficient to pay the Repurchase


                                      -17-
<PAGE>   24


Price (plus accrued and unpaid interest) of all of the Securities which are to
be repurchased on that date.

         Both the Company Notice and the notice of the Holder to the Company
having been given as specified in this SECTION 3.07, the Securities so to be
repurchased shall, on the Repurchase Date, become due and payable at the
Repurchase Price applicable thereto (plus accrued and unpaid interest) and from
and after such date (unless the Company shall default in the payment of the
Repurchase Price) such Securities shall cease to bear interest. Upon surrender
of any such Security for repurchase in accordance with said notice, such
Security shall be paid by the Company at the Repurchase Price (plus accrued and
unpaid interest).

         If any Security shall not be paid upon surrender thereof for
repurchase, the principal shall, until paid, bear interest from the Repurchase
Date at the rate borne by such Security on the principal amount of such
Security.

         Any Security which is to be submitted for repurchase only in part shall
be delivered pursuant to this SECTION 3.07 (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by the Holder thereof
or its attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to the portion of such Security not submitted
for repurchase.

         Notwithstanding anything herein to the contrary, if the option granted
to Securityholders to require the redemption of the Securities upon the
occurrence of a Change in Control is determined to constitute a tender offer,
the Company will comply with all applicable tender offer rules, including Rules
13e-4 and 14e-1 under the Exchange Act, upon the occurrence of a Change in
Control.

         As used in this SECTION 3.07 of the Indenture and in the Securities:

                  A "CHANGE IN CONTROL" of the Company means:

                  (i) the acquisition by any person, entity or "group" within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
         (excluding, for this purpose, the Company and its subsidiaries, any
         employee benefit plan of the Company or its subsidiaries which acquires
         beneficial ownership of voting securities of the Company and any
         current affiliate of the Company whose beneficial ownership does not in
         the future exceed 45% of the Company's outstanding Common Stock) of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of shares of Common Stock sufficient to elect a
         majority of directors;

                  (ii) persons who, as of the date of this Indenture, constitute
         the Board of Directors (the "INCUMBENT Board") cease for any reason to
         constitute at least a majority of the Board of Directors, provided that
         any person becoming a director subsequent to the date hereof whose



                                      -18-
<PAGE>   25

         election, or nomination for election by the Company's stockholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         person were a member of the Incumbent Board;

                  (iii) approval by the stockholders of the Company of a
         reorganization, merger or consolidation, in each case, with respect to
         which persons who were the stockholders of the Company immediately
         prior to such reorganization, merger or consolidation do not,
         immediately thereafter, beneficially own shares sufficient to elect a
         majority of directors in the election of directors of the reorganized,
         merged or consolidated company; or

                  (iv) a liquidation or dissolution of the Company (other than
         pursuant to the United States Bankruptcy Code) or the conveyance,
         transfer or leasing of all or substantially all of the assets of the
         Company to any person.

                                 IV. COVENANTS

4.01 PAYMENT OF SECURITIES.

         The Company shall pay all amounts due with respect to the Securities on
the dates and in the manner provided in the Securities. All such amounts shall
be considered paid on the date due if the Paying Agent holds (or, if the Company
is acting as Paying Agent, if the Company has segregated and holds in trust in
accordance with SECTION 2.04) on that date money sufficient to pay the amount
then due with respect to the Securities.

         The Company shall pay interest on any overdue amount (including, to the
extent permitted by applicable law, overdue interest) at the rate borne by the
Securities.

4.02 MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-Registrar) where Securities may be surrendered
for registration of transfer or exchange or conversion and where notices and
demands to or upon the Company in respect of the Securities 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. 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 of the Trustee.

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



                                      -19-
<PAGE>   26

Borough of Manhattan, The City of New York for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as an agency of the Company in accordance with SECTION 2.03.

         The Company also shall comply with the provisions of TIA ss. 314(a).

4.03 REPORTS.

         (A) The Company (at its own expense) will deliver to the Trustee within
15 days after the filing of the same with the Commission, copies of the
quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.

         (B) Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, for so long
as any Securities remain outstanding the Company will promptly provide the
information required by Rule 144A(d)(4) to any Holder that so requests.

         (C) In addition, if and when this Indenture becomes subject to the TIA,
the Company will file a copy of all such information with the Commission for
public availability (unless the Commission will not accept such a filing) and
make such information available to investors who request it in writing. The
Company will also comply with the other provisions of TIA ss. 314(a).

4.04 COMPLIANCE CERTIFICATE.

         The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officers' Certificate stating whether or
not the signers know of any Default or Event of Default by the Company in
performing any of its obligations under this Indenture or the Securities. If
they do know of any such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status.

4.05 STAY, EXTENSION AND USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it will 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 wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, 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 has been
enacted.



                                      -20-
<PAGE>   27


4.06 CORPORATE EXISTENCE.

         Subject to ARTICLE V, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each subsidiary in accordance with the
respective organizational documents of each subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate existence of any subsidiary, if in
the judgment of the Board of Directors, (i) such preservation or existence is
not material to the conduct of business of the Company and (ii) the loss of such
right, license or franchise or the dissolution of such subsidiary does not have
a material adverse impact on the Holders.

4.07 NOTICE OF DEFAULT.

         In the event that any Default under SECTION 6.01 hereof shall occur the
Company will give prompt written notice of such Default to the Trustee.

                                 V. SUCCESSORS

5.01 WHEN COMPANY MAY MERGE, ETC.

         The Company shall not consolidate with or merge into, or transfer or
lease all or substantially all of its assets to, another person unless such
other person is a corporation, a limited liability company or other entity
organized under the laws of the United States, any State thereof or the District
of Columbia and such person assumes by supplemental indenture all the
obligations of the Company under the Securities and this Indenture, and
immediately after giving effect to the transaction, no Default or Event of
Default shall exist.

         The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
opinion of Counsel, which may rely upon such Officers' Certificate as to the
absence of Defaults and Events of Default, stating that the proposed transaction
and such supplemental indenture will, upon consummation of the proposed
transaction, comply with this Indenture.

5.02 SUCCESSOR SUBSTITUTED.

         Upon any consolidation or merger or transfer or lease of all or
substantially all of the assets of the Company in accordance with SECTION 5.01,
the successor person formed by such consolidation or into which the Company is
merged or to which such transfer or lease is made shall succeed to, and, except
in the case of a lease, be substituted for, and may exercise every right and
power of, and shall assume every duty and obligation of, the Company under this
Indenture with the same effect as if such successor had been named as the
Company herein. When the successor assumes all obligations of the Company
hereunder, except in the case of a lease, all obligations of the predecessor
shall terminate.


                                      -21-
<PAGE>   28


                           VI. DEFAULTS AND REMEDIES

6.01 EVENTS OF DEFAULT.

         An "EVENT OF DEFAULT" occurs if:

                  (i) the Company defaults in the payment of interest or
         liquidated damages on any Security when the same becomes due and
         payable and the default continues for a period of 30 days, whether or
         not such payment shall be prohibited by the provisions of ARTICLE XI
         hereof;

                  (ii) the Company defaults in the payment of the principal or
         Repurchase Price or Redemption Price of any Security when the same
         becomes due and payable on the Maturity Date, upon redemption or
         otherwise, whether or not such payment shall be prohibited by the
         provisions of ARTICLE XI hereof;

                  (iii) the Company fails to comply with any of its other
         agreements in the Securities or this Indenture and the default
         continues for the period and after the notice specified below;

                  (iv) the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
         an involuntary case,

                  (C) consents to the appointment of a Custodian of it or for
         all or substantially all of its property, or

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

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

                  (A) is for relief against the Company in an involuntary case,

                  (B) appoints a Custodian of the Company for all or
         substantially all of its property, or

                  (C) orders the liquidation of the Company,

         and the order or decree remains unstayed and in effect for 90
consecutive days.



                                      -22-
<PAGE>   29


         The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "CUSTODIAN" means any
receiver trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A default under CLAUSE (III) is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding notify the Company and the Trustee of the default
and the Company does not cure the default within 60 days after receipt of the
notice. The notice must specify the default, demand that it be remedied and
state that the notice is a "NOTICE OF DEFAULT". If the Holders of 25% in
aggregate principal amount of the outstanding Securities request the Trustee to
give such notice on their behalf, the Trustee shall do so. When a default is
cured, it ceases.

6.02 ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
SECTION 6.01(IV) OR (V)) as to which the Trustee has received notice pursuant to
SECTION 4.07 occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 25% in principal amount of the Securities then
outstanding by notice to the Company and the Trustee, may declare the Securities
to be due and payable. Upon such declaration such principal and interest shall
be due and payable immediately. If an Event of Default specified in SECTION
6.01(IV) OR (V) occurs, the principal of and accrued interest on all the
Securities shall IPSO FACTO become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholder.
The Holders of a majority in aggregate principal amount of the Securities then
outstanding by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any order or decree and
if all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration.

6.03 OTHER REMEDIES.

         Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of amounts due with
respect to the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative.

6.04 WAIVER OF PAST DEFAULTS.

         Subject to SECTIONS 6.07 AND 9.02, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive any past Default or Event of Default and its consequences.



                                      -23-
<PAGE>   30

When a Default or an Event of Default is waived, it is cured and ceases for
every purpose of this Indenture.

6.05 CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; PROVIDED that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

6.06 LIMITATION ON SUITS.

         Except as provided in SECTION 6.07, a Securityholder may pursue a
remedy with respect to this Indenture or the Securities only if:

                  (i) the Holder gives to the Trustee written notice of a
         continuing Event of Default;

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

                  (iii) such Holder or Holders offer and if requested provide to
         the Trustee indemnity satisfactory to the Trustee against any loss,
         liability or expense;

                  (iv) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

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

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

6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of all amounts due with respect to the Securities, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of the Holder.



                                      -24-
<PAGE>   31

         Notwithstanding any other provision of this Indenture, the right of any
Holder to bring suit for the enforcement of the right to convert the Security
shall not be impaired or affected without the consent of the Holder.

6.08 COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in SECTION 6.01(I) OR (II) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount due with respect to
the Securities including any unpaid and accrued interest.

6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may 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, any
predecessor Trustee and the Securityholders allowed in any judicial proceedings
relative to the Company, its creditors or its property.

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

6.10 PRIORITIES.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

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

         Second:  to holders of Senior Indebtedness to the extent required by
                  ARTICLE XI;

         Third:   to Securityholders for all amounts due and unpaid on the
                  Securities, without preference or priority of any kind,
                  according to the amounts due and payable on the Securities;
                  and

         Fourth:  to the Company.

         The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment by it to Securityholders pursuant to this
Section.

6.11 UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit other than the Trustee of an undertaking to pay the costs



                                      -25-
<PAGE>   32

of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to SECTION 6.07 or a suit by Holders of more than 10% in
aggregate principal amount of the outstanding Securities.

                                  VII. TRUSTEE

7.01 DUTIES OF TRUSTEE.

         (A) If an Event of Default has occurred and is continuing, 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 or her own
affairs.

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

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

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

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

                  (i) this paragraph does not limit the effect of SECTION
         7.01(B);

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

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

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

         (E) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this SECTION 7.01.



                                      -26-
<PAGE>   33


         (F) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

7.02 RIGHTS OF TRUSTEE.

         (A) The Trustee may rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document; if, however, the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled during normal business hours to examine the relevant books, records and
premises of the Company, personally or by agent or attorney upon reasonable
prior notice.

         (B) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.

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

         (D) The Trustee may consult with counsel (such counsel to be reasonably
acceptable to the Company) and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (E) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

         (F) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its discretion,
rights or powers hereunder.

         (G) Except with respect to Section 6.01, the Trustee shall have no duty
to inquire as to the performance of the Company with respect to the covenants
contained in Article IV. In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 6.01(i) and 6.01(ii) or (ii) any Default or Event
of Default of which the Trustee shall have received written notification or
obtained actual knowledge. Delivery of reports, information and documents to the
Trustee under Article IV (other than Sections 4.04 and 4.07) is for
informational purposes only and the Trustee's receipt of the foregoing shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officer's Certificates).



                                      -27-
<PAGE>   34


7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any
Affiliate thereof with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
SECTIONS 7.10 AND 7.11.

7.04 TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities; it shall not be accountable for the Company's
use of the proceeds from the Securities; and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

7.05 NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing as to which
the Trustee has received notice pursuant to SECTION 4.07, the Trustee shall mail
to each Securityholder a notice of the Default or Event of Default within 30
days after it occurs unless such Default or Event of Default has been cured or
waived. Except in the case of a Default or Event of Default in payment of any
amounts due with respect to any Security, the Trustee may withhold the notice if
and so long as it in good faith determines that withholding the notice is in the
interests of Securityholders.

7.06 REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after each May 15 beginning with May 15, 2002, the
Trustee shall mail to each Securityholder if required by TIA ss. 313(c) a brief
report dated as of such May 15 that complies with TIA ss. 313(a). In such event,
the Trustee also shall comply with TIA ss. 313(b).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed by the Trustee with the SEC and each
stock exchange, if any, on which the Securities are listed. The Company shall
promptly notify the Trustee when the Securities are listed on any stock
exchange.

7.07 COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation for its services as shall be agreed upon in writing. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall include
the reasonable compensation and out-of-pocket expenses of the Trustee's agents
and counsel.

         The Company shall indemnify the Trustee against any loss or liability
or expense (including the reasonable fees and expenses of counsel) incurred by
it in connection with the acceptance or administration of this trust and the
performance of its duties hereunder, including the reasonable costs and expenses


                                      -28-
<PAGE>   35

of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers and duties hereunder. The Company
need not pay for any settlement made without its consent. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnification.
The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through the Trustee's negligence or bad faith.

         To secure the Company's payment obligations in this SECTION 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay amounts due on
particular Securities.

         The indemnity obligations of the Company with respect to the Trustee
provided for in this SECTION 7.07 shall survive any resignation or removal of
the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in SECTION 6.01(IV) OR (V) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

7.08 REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign by so notifying the Company in writing 30
business days prior to such resignation. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by so
notifying the Trustee and the Company in writing and may appoint a successor
Trustee with the Company's consent. The Company may remove the Trustee if:

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

                  (ii) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (iv) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the Securities then outstanding
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the



                                      -29-
<PAGE>   36

Holders of at least 10% in aggregate principal amount of the outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

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

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

7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee, if such successor corporation is otherwise eligible
hereunder.

7.10 ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall always have or be a member
of a Bank Holding Company having a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA ss. 310(b).

7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

                          VIII. DISCHARGE OF INDENTURE

8.01 TERMINATION OF COMPANY'S OBLIGATIONS.

         The Company may terminate all of its obligations under this Indenture
if all Securities previously authenticated and delivered (other than mutilated,
destroyed, lost or stolen Securities which have been replaced or paid as
provided in SECTION 2.07) have been delivered to the Trustee for cancellation or
if:

                  (i) the Securities mature within six months or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption;




                                      -30-
<PAGE>   37

                  (ii) the Company irrevocably deposits in trust with the
         Trustee money or U.S. Government Obligations sufficient to pay the
         principal or Redemption Price of and any unpaid and accrued interest on
         the Securities to maturity or redemption, as the case may be.
         Immediately after making the deposit, the Company shall give notice of
         such event to the Securityholders;

                  (iii) the Company has paid or caused to be paid all sums then
         payable by the Company to the Trustee hereunder as of the date of such
         deposit; and

                  (iv) the Company has delivered to the Trustee an opinion of
         counsel and an Officers' Certificate stating that all conditions
         precedent provided for herein relating to the satisfaction and
         discharge of this Indenture have been complied with. The Company may
         make the deposit only during the one-year period and only if ARTICLE XI
         permits it.

However, the Company's obligations in SECTIONS 2.03, 2.04, 2.05, 2.06, 2.07,
4.01, 7.07, 7.08 AND 8.03, and in ARTICLE X, shall survive until the Securities
are no longer outstanding. Thereafter the Company's obligations in SECTIONS 7.07
AND 8.03 shall survive.

         After a deposit pursuant to this SECTION 8.01, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
the Securities and this Indenture except for those surviving obligations
specified above.

         In order to have money available on a payment date to pay the principal
or Redemption Price of and any unpaid and accrued interest on the Securities,
the U.S. Government Obligations shall be payable as to principal and any unpaid
and accrued interest on or before such payment date in such amounts as will
provide the necessary money.

         "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged.

8.02 APPLICATION OF TRUST MONEY.

         The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to SECTION 8.01. It shall apply the deposited money
and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of the principal or Redemption
Price of and any unpaid and accrued interest on the Securities. Money and
securities so held in trust are not subject to the subordination provisions of
ARTICLE XI.

8.03 REPAYMENT TO COMPANY.

         The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time. The Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of the principal or Redemption Price of and any unpaid and



                                      -31-
<PAGE>   38

accrued interest that remains unclaimed for two years; PROVIDED, HOWEVER, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may, at the expense and request of the Company, cause to be published
once in a newspaper of general circulation in The City of New York or cause to
be mailed to each Holder, notice stating that such money remains and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

8.04 REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with SECTIONS 8.01 and 8.02 by reason of
any legal proceeding or 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 Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
SECTIONS 8.01 and 8.02 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with SECTIONS 8.01 and 8.02; PROVIDED, HOWEVER, that if the Company has made any
payment of amounts due with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                 IX. AMENDMENTS

9.01 WITHOUT CONSENT OF HOLDERS.

         The Company, with the consent of the Trustee, may amend or supplement
this Indenture or the Securities without notice to or the consent of any
Securityholder:

                  (i) to cure any ambiguity, omission, defect or inconsistency;

                  (ii) to comply with SECTIONS 5.01 AND 10.15;

                  (iii) to provide for uncertificated Securities in addition to
         certificated Securities; or

                  (iv) to make any change that does not adversely affect the
         rights of any Securityholder.

9.02 WITH CONSENT OF HOLDERS.

         The Company, with the consent of the Trustee, may amend or supplement
this Indenture or the Securities without notice to any Securityholder but with
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities. Subject to SECTION 6.07, the Holders of a
majority in aggregate principal amount of the outstanding Securities may waive



                                      -32-
<PAGE>   39

compliance by the Company with any provision of this Indenture or the Securities
without notice to any other Securityholder. However, without the consent of each
Securityholder affected, an amendment, supplement or waiver, including a waiver
pursuant to SECTION 6.04, may not:

                  (i) reduce the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (ii) reduce the rate of or change the time for payment of
         interest on any Security;

                  (iii) reduce the principal, Redemption Price or Repurchase
         Price of or change the fixed maturity of any Security (including,
         without limitation, the optional redemption provisions);

                  (iv) waive a default in the payment of any amount due with
         respect to any Security;

                  (v) make any change in SECTION 6.04, 6.07 OR 9.02; or

                  (vi) make any change that adversely affects the right to
         convert any Security or to require the Company to repurchase any of the
         Securities upon a Change in Control.

         An amendment under this Section may not make any change that adversely
affects the rights under ARTICLE XI of any holder of Senior Indebtedness unless
the holders of such Senior Indebtedness pursuant to its terms consent to the
change.

         Promptly after an amendment under this SECTION 9.02 becomes effective,
the Company shall mail to Securityholders a notice briefly describing the
amendment. Any failure of the Company to mail such notice shall not in any way
impair or affect the validity of such amendment, supplement or waiver.

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

9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment, waiver or supplement to this Indenture or the
Securities shall comply with the TIA as then in effect.

9.04 REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the



                                      -33-
<PAGE>   40

consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Securityholder.

         After an amendment, supplement or waiver becomes effective with respect
to the Securities, it shall bind every Securityholder unless it makes a change
described in SECTION 9.02. In that case the amendment, supplement or waiver
shall bind each Holder of a Security who has consented to it and, provided that
notice of such amendment, supplement or waiver is reflected on a Security that
evidences the same debt as the consenting Holder's Security, every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security.

9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security as directed and
prepared by the Company about the changed terms and return it to the Holder.
Alternatively, if the Company so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

9.06 TRUSTEE PROTECTED.

         The Trustee need not sign any amendment, supplement or waiver
authorized pursuant to this Article that adversely affects the Trustee's rights.
The Trustee shall be entitled to receive and rely upon an Opinion of Counsel and
an Officers' Certificate that any supplemental indenture, amendment or waiver
complies with the Indenture.

                                 X. CONVERSION

10.01 CONVERSION PRIVILEGE; RESTRICTIVE LEGENDS.

         A Holder of a Security may convert such Security into Common Stock at
any time during the period stated in PARAGRAPH 9 of the Securities. The number
of shares issuable upon conversion of a Security is determined as follows:
divide each $1,000 of the principal amount to be converted by the conversion
price in effect on the conversion date. Round the result to the nearest 1/100th
of a share.

         The initial conversion price is stated in PARAGRAPH 9 of the
Securities. The conversion price is subject to adjustment in accordance with
SECTIONS 10.06 THROUGH 10.12.

         A Holder may convert a portion of the principal of such Security if the
portion is $1,000 principal amount or a whole multiple of $1,000 principal
amount. Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of it.



                                      -34-
<PAGE>   41

         Any shares issued upon conversion of a Security shall bear the Private
Placement Legend until after the second anniversary of the later of the issue
date for the Securities and the last date on which the Company or any Affiliate
of the Company was the owner of such shares or the Security (or any predecessor
security) from which such shares were converted (or such shorter period of time
as permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) (or such longer period of time as may be required under the
Securities Act or applicable state securities laws in the Opinion of Counsel for
the Company, unless otherwise agreed by the Company and the Holder thereof).

10.02 CONVERSION PROCEDURE.

         To convert a Security a Holder must satisfy the requirements in
paragraph 9 of the Securities. The date on which the Holder satisfies all those
requirements is the conversion date. As soon as practicable, the Company shall
deliver to the Holder through the Conversion Agent a certificate for the number
of full shares of Common Stock issuable upon the conversion and a check in lieu
of any fractional share. The person in whose name the certificate is registered
shall be treated as a stockholder of record on and after the conversion date.

         Except as described below, no payment or adjustment will be made for
accrued interest on, or liquidated damages with respect to, a converted Security
or for dividends on any Common Stock issued on conversion. If any Security is
converted between a record date for the payment of interest and the next
succeeding interest payment date, unless such Security has been called for
redemption on a redemption date between such dates, such Security must be
accompanied by funds equal to the interest payable to the registered Holder on
such interest payment date on the principal amount so converted. A Security
converted on an interest payment date need not be accompanied by any payment,
and the interest on the principal amount of the Security being converted will be
paid on such interest payment date to the registered Holder of such Security on
the immediately preceding record date.

         If a Holder converts more than one Security at the same time, the
number of full shares issuable upon the conversion shall be based on the total
principal amount of the Securities converted.

         Upon surrender of a Security that is converted in part the Trustee
shall authenticate for the Holder a new Security equal in principal amount to
the unconverted portion of the Security surrendered.

         If the last day on which a Security may be converted is a Legal Holiday
in a place where a Conversion Agent is located, the Security may be surrendered
to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

10.03 FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities and instead will deliver a check in lieu of the
fractional share based upon the market value of the Common Stock on the last
trading day prior to the conversion date.



                                      -35-
<PAGE>   42

10.04 TAXES ON CONVERSION.

         If a Holder converts its Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because the shares are issued in a name other than the Holder's
name.

10.05 COMPANY TO PROVIDE STOCK.

         The Company shall reserve out of its authorized but unissued Common
Stock or its Common Stock held in treasury enough shares of Common Stock to
permit the conversion of all of the Securities.

         All shares of Common Stock which may be issued upon conversion of the
Securities shall be validly issued, fully paid and non-assessable.

         The Company will endeavor to comply with all securities laws regulating
the offer and delivery of shares of Common Stock upon conversion of Securities
and will endeavor to list such shares on each national securities exchange on
which the Common Stock is listed.

10.06 ADJUSTMENT FOR CHANGES IN CAPITAL STOCK.

         If the Company:

                  (i) pays a dividend or makes a distribution on its Common
         Stock in shares of its Common Stock;

                  (ii) subdivides its outstanding shares of Common Stock into a
         greater number of shares;

                  (iii) combines its outstanding shares of Common Stock into a
         smaller number of shares;

                  (iv) pays a dividend or makes a distribution on its Common
         Stock in shares of its capital stock other than Common Stock; or

                  (v) issues by reclassification of its Common Stock any shares
         of its capital stock;

then the conversion privilege and the conversion rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Common Stock of the
Company which it would have owned immediately following such action if it had
converted the Security immediately on or prior to the record date set in
connection with such action.



                                      -36-
<PAGE>   43

         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.

         If after an adjustment a Holder of a Security upon conversion of it may
receive shares of two or more classes of capital stock of the Company, the Board
of Directors of the Company shall determine the allocation of the adjusted
conversion rate between the classes of capital stock. After such allocation, the
conversion privilege and the conversion rate of each class of capital stock
shall thereafter be subject to adjustment on terms comparable to those
applicable to Common Stock in this ARTICLE X.

         The conversion rate will not be adjusted for unpaid interest.

10.07 ADJUSTMENT FOR RIGHTS TO PURCHASE SHARES BELOW MARKET PRICE.

         If the Company issues to all holders of its Common Stock, as such,
rights, options or warrants entitling such holders for a period of sixty days or
less to subscribe for or purchase shares of Common Stock, or any securities
convertible into or exchangeable for shares of Common Stock, or rights, options
or warrants to subscribe for or purchase such convertible or exchangeable
securities (excluding rights, options or warrants to subscribe for or purchase
shares of Common Stock or convertible or exchangeable securities or rights,
options, or warrants therefor issued in transactions described in SECTION 10.06)
at a "PRICE PER SHARE" (as defined and determined according to the formula given
below) lower than the current market price (see SECTION 10.10) on the date of
such issuance, the conversion price shall be adjusted in accordance with the
following formula:

                                                O + R
                                                   --
                           AP = CP  x               M
                                           ----------
                                                O + N

WHERE

AP           =         the adjusted conversion price.

CP           =         the then current conversion price.

O            =          the number of shares of Common Stock outstanding
                       immediately prior to such issuance.

N            =          the "NUMBER OF SHARES," which (i) in the case of rights,
                       options or warrants to subscribe for or purchase shares
                       of Common Stock or of securities convertible into or
                       exchangeable for shares of Common Stock, is the maximum
                       number of shares of Common Stock initially issuable upon
                       exercise, conversion or exchange thereof; and (ii) in the
                       case of rights, options or warrants to subscribe for or
                       purchase convertible or exchangeable securities, is the
                       maximum number of shares of Common Stock initially
                       issuable upon the conversion or exchange of the
                       convertible or exchangeable securities issuable upon the
                       exercise of such rights, options or warrants.



                                      -37-
<PAGE>   44

R            =          the aggregate proceeds received or receivable by the
                       Company, which (i) in the case of rights, options or
                       warrants to subscribe for or purchase shares of Common
                       Stock or of securities convertible into or exchangeable
                       for shares of Common Stock, is the total amount received
                       or receivable by the Company in consideration for the
                       sale and issuance of such rights, options, warrants or
                       convertible or exchangeable securities, plus the minimum
                       aggregate amount of additional consideration, other than
                       the convertible or exchangeable securities, surrendered
                       or cancelled upon the exercise, conversion or exchange
                       thereof, payable to the Company upon exercise, conversion
                       or exchange thereof; and (ii) in the case of rights,
                       options or warrants to subscribe for or purchase
                       convertible or exchangeable securities, is the total
                       amount received or receivable by the Company in
                       consideration for the sale and issuance of such rights,
                       options or warrants, plus the minimum aggregate
                       consideration payable to the Company upon the exercise
                       thereof, plus the minimum aggregate amount of additional
                       consideration, other than the convertible or exchangeable
                       securities, payable upon the conversion or exchange of
                       the convertible or exchangeable securities; PROVIDED that
                       in each case the proceeds received or receivable by the
                       Company shall be deemed to be the amount of gross cash
                       proceeds without deducting therefrom any compensation
                       paid or discount allowed in the sale, underwriting or
                       purchase thereof by underwriters or dealers or others
                       performing similar services or any expenses incurred in
                       connection therewith.


M            =         the current market price per share of Common Stock on the
                       date of issue of the rights, options or warrants to
                       subscribe for or purchase shares of Common Stock or the
                       securities convertible into or exchangeable for shares of
                       Common Stock or the rights, options or warrants to
                       subscribe for or purchase convertible or exchangeable
                       securities.

         "PRICE PER SHARE" shall be defined and determined according to the
following formula:

                  P     =     R
                             --
                              N

WHERE

P            =         Price Per Share

and R and N have the meanings assigned above.

         If the Company shall issue rights, options, warrants or convertible or
exchangeable securities for a consideration consisting, in whole or in part, of
property other than cash, the amount of such consideration shall be determined



                                      -38-
<PAGE>   45

in good faith by the Board of Directors whose determination shall be conclusive
and evidenced by a resolution of the Board of Directors filed with the Trustee.

         The adjustment shall be made successively whenever any such rights,
options, warrants or convertible or exchangeable securities are issued, and
shall become effective immediately after the date of issue of such shares,
rights, options, warrants or convertible or exchangeable securities.

         To the extent that such rights, options or warrants expire unexercised
or to the extent any convertible or exchangeable securities are redeemed by the
Company or otherwise cease to be convertible or exchangeable into shares of
Common Stock, the conversion price shall be readjusted to the conversion price
which would then be in effect had the adjustment made upon the date of issuance
of such rights, options, warrants or convertible or exchangeable securities been
made upon the basis of the issuance of rights, options or warrants to subscribe
for or purchase only the number of shares of Common Stock as to which such
rights, options or warrants were actually exercised and the number of shares of
Common Stock that were actually issued upon the conversion or exchange of the
convertible or exchangeable securities.

10.08 ADJUSTMENT FOR OTHER DISTRIBUTIONS.

         If the Company distributes to all holders of its Common Stock, as such,
any of its assets or debt securities or any rights or warrants to purchase
assets or debt securities of the Company which assets, debt securities, rights
or warrants have an aggregate fair market value on the date such distribution is
declared in excess of the "PERMITTED DIVIDEND AMOUNT" (as defined below), the
conversion price shall be adjusted in accordance with the formula:

                                            AP = CP x (O X M)-F
                                                       --------
                                                       (O x M)

where:

AP          =         the adjusted conversion price.

CP          =         the then current conversion price.

O           =          the number of shares of Common Stock outstanding on the
                       record date mentioned below.

M           =          the current market price per share of Common Stock, as
                       defined in SECTION 10.10, on the record date mentioned
                       below.

F           =         the amount by which the fair market value on the date
                      the distribution is declared of the assets, securities,
                      rights or warrants distributed exceeds the permitted
                      dividend amount. The Board of Directors of the Company
                      shall make all determinations of the fair market value in
                      connection with all distributions and dividends.



                                      -39-
<PAGE>   46

         The adjustment shall become effective immediately after the record date
for the determination of stockholders entitled to receive the distribution.

         The "PERMITTED DIVIDEND AMOUNT" on any date shall be an amount equal to
(i) 10% of the current market capitalization of the Company (the product of the
current market price of the Common Stock and the number of shares of Common
Stock outstanding as of any particular date) minus (ii) the aggregate of the
value of all dividends or distributions (other than dividends or distributions
referred to in SECTIONS 10.06 OR 10.07) made to holders of Common Stock during
the twelve month period ending on such date, PROVIDED that with respect to any
amount of a distribution not paid out of retained earnings, the permitted
dividend amount shall be zero, unless the dividend is paid out of consolidated
net income or in the form of Common Stock. This SECTION 10.08 does not apply to
reclassifications or distributions referred to in SECTION 10.06 or distributions
referred to in SECTION 10.07.

10.09 VOLUNTARY ADJUSTMENT.

         The Company at any time may reduce the conversion price, temporarily or
otherwise, by any amount but in no event shall such conversion rate be less than
the par value of the Common Stock at the time such reduction is made. Such
reduced conversion price shall remain in effect for so long as required under
applicable law and shall be irrevocable during such period.

         The Company reserves the right to make such reductions in the
conversion price in addition to those required in the foregoing provisions as
the Company in its discretion shall determine to be advisable in order that
certain stock-related distributions hereafter made by the Company to its
stockholders shall not be taxable.

10.10 CURRENT MARKET PRICE.

         In SECTIONS 10.07 AND 10.08 the current market price per share of
Common Stock on any date is the average of the last reported sale prices of a
share of Common Stock on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or on the Nasdaq
National Market, or, if the Common Stock is not then listed on an exchange or on
the Nasdaq National Market, the closing sale prices (or the quoted closing bid
prices if there were no sales) as reported by NASDAQ, for 30 consecutive trading
days commencing 45 trading days before the date in question. In the absence of
one or more such quotations, the Board of Directors shall determine the current
market price on the basis of such quotations as it considers appropriate.

10.11 WHEN ADJUSTMENT MAY BE DEFERRED.

         No adjustment in the conversion rate or conversion price will be made
unless such adjustment would require a change of at least 1% in the conversion
rate; PROVIDED, HOWEVER, any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment.

         All calculations under this ARTICLE X shall be made to the nearest cent
or to the nearest 1/100th of a share, as the case may be.



                                      -40-
<PAGE>   47

10.12 WHEN NO ADJUSTMENT REQUIRED.

         Except as set forth in SECTION 10.07, the conversion rate and the
conversion price will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock, or carrying the
right to purchase any of the foregoing.

         No adjustment will be required for rights to purchase Common Stock
pursuant to any plan of the Company for reinvestment of dividends or interest,
or for a change in the par value of the Common Stock.

         To the extent that Securities become convertible into cash, no
adjustment will be required thereafter as to cash.

10.13 NOTICE OF ADJUSTMENT.

         Whenever the conversion rate and conversion price are adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment. The
Company shall file with the Trustee an Officers' Certificate or a certificate
from the Company's independent public accountants briefly stating the facts
requiring the adjustment and the manner of computing it. The certificate shall
be conclusive evidence that the adjustment is correct, absent manifest error.

10.14 NOTICE OF CERTAIN TRANSACTIONS.

         If:

                  (i) the Company proposes to take any action that would require
         an adjustment in the conversion rate and conversion price;

                  (ii) the Company proposes to take any action that would
         require a supplemental indenture pursuant to SECTION 10.15; or

                  (iii) there is a proposed liquidation, winding up or
         dissolution of the Company,

the Company shall mail to Securityholders a notice stating the proposed record
date for a dividend or distribution or the proposed effective date of a
subdivision, combination, reclassification, consolidation, merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least 10
days before such date. Failure to mail the notice or any defect in it shall not
affect the validity of the transaction.

10.15 REORGANIZATION OF THE COMPANY.

         If the Company is a party to a transaction subject to SECTION 5.01 or a
merger which reclassifies or changes its outstanding Common Stock, the successor
corporation shall enter into a supplemental indenture.



                                      -41-
<PAGE>   48

         The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which it would have owned immediately after the consolidation, merger, transfer
or lease if it had converted the Security immediately before the effective date
of the transaction. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this ARTICLE X. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

         If this Section applies, SECTION 10.06 does not apply.

10.16 COMPANY DETERMINATION FINAL.

         Any determination that the Board of Directors must make pursuant to
this Article is conclusive, absent manifest error.

10.17 TRUSTEE'S DISCLAIMER.

         The Trustee has no duty to determine when an adjustment under this
ARTICLE X or under the terms of the Securities should be made, how it should be
made or what it should be. Such information shall be timely provided to the
Trustee in an Officer's Certificate. The Trustee has no duty to determine
whether any provisions of a supplemental indenture under SECTION 10.15 are
correct. The Trustee makes no representation as to the validity or value of any
securities or assets issued upon conversion of Securities. The Trustee shall not
be responsible for the Company's failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this SECTION 10.17 as the Trustee.

                               XI. SUBORDINATION

11.01 AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Securityholder by accepting a Security
agrees, that the payment of all amounts due with respect to the Securities is
subordinated in right of payment, to the extent and in the manner provided in
this ARTICLE XI, to the prior payment in full of all Senior Indebtedness and
that the subordination is for the benefit of the holders of Senior Indebtedness.

         Money and securities held in trust pursuant to ARTICLE VIII are not
subject to the subordination provisions of this ARTICLE XI.

11.02 CERTAIN DEFINITIONS.

         "INDEBTEDNESS" means, with respect to any person, the principal of, and
premium, if any, and interest on (a) all indebtedness of such person for
borrowed money (including all indebtedness evidenced by notes, bonds, debentures
or other securities sold by such person for money), (b) all obligations incurred
by such person in the acquisition (whether by way of purchase, merger,
consolidation or otherwise and whether by such person or another person) of any
business, real property or other assets (except inventory and related items
acquired in the ordinary course of the conduct of the acquiror's usual



                                      -42-
<PAGE>   49

business), (c) guarantees by such person of indebtedness described in clause (a)
or (b) of another person, (d) all renewals, extensions, refundings, deferrals,
restructurings, amendments and modifications of any such indebtedness,
obligation or guarantee, (e) all reimbursement obligations of such person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such person, (f) all capital lease obligations of such person
and (g) all net obligations of such person under interest rate swap, currency
exchange or similar agreements of such person.

         "REPRESENTATIVE" means the indenture trustee or other trustee, agent or
representative for an issue of Senior Indebtedness.

         "SENIOR INDEBTEDNESS" means all Indebtedness of the Company outstanding
at any time except Indebtedness that by its terms is subordinate in right of
payment to the Securities or Indebtedness that is not otherwise senior in right
of payment to the Securities. Senior Indebtedness does not include Indebtedness
of the Company to any of the Company's subsidiaries.

11.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any distribution of assets to creditors of the Company in a
liquidation, winding up or dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

                  (i) holders of Senior Indebtedness shall be entitled to
         receive payment in full of the principal of and interest (including
         interest accruing after the commencement of any such proceeding) to the
         date of payment on the Senior Indebtedness before Securityholders shall
         be entitled to receive any payment of amounts due with respect to the
         Securities; and

                  (ii) until the Senior Indebtedness is paid in full, any
         distribution to which Securityholders would be entitled but for this
         ARTICLE XI shall be made to holders of Senior Indebtedness as their
         interests may appear, except the Securityholders may receive securities
         that are subordinated to Senior Indebtedness to at least the same
         extent as the Securities and payments made pursuant to SECTIONS 8.01
         and 8.02.

11.04 COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN
      CIRCUMSTANCES.

         No payment of amounts due may be made by the Company, directly or
indirectly, with respect to the Securities (including any repurchase pursuant to
the exercise of the Repurchase Right) or to acquire any of the Securities at any
time if a default in payment of the principal of or premium, if any, or interest
on Senior Indebtedness exists, unless and until such default shall have been
cured or waived or shall have ceased to exist. During the continuance of any
event of default with respect to any Senior Indebtedness, as such event of
default is defined under any such Senior Indebtedness or in any agreement
pursuant to which any Senior Indebtedness has been issued (other than default in
payment of the principal of or premium, if any, or interest on any Senior
Indebtedness), permitting the holders thereof to accelerate the maturity
thereof, no payment may be made by the Company, directly or indirectly, of any



                                      -43-
<PAGE>   50

amount due with respect to the Securities for 183 days following written notice
to the Company, from any holder or holders thereof or their representative or
representatives or the trustee or trustees under any indenture under which any
instrument evidencing any such Senior Indebtedness may have been issued, that
such an event of default has occurred and is continuing. However, if the
maturity of such Senior Indebtedness is accelerated, no payment may be made on
the Securities until such Senior Indebtedness that has matured has been paid or
such acceleration has been cured or waived.

         Regardless of anything to the contrary herein, nothing shall prevent
(a) any payment by the Trustee to the Securityholders of amounts deposited with
it pursuant to ARTICLE VIII or (b) any payment by the Trustee or the Paying
Agent as permitted by SECTION 11.12. Nothing contained in this ARTICLE XI will
limit the right of the Trustee or the Securityholders to take any action to
accelerate the maturity of the securities pursuant to SECTION 6.02 or to pursue
any rights or remedies hereunder.

11.05 ACCELERATION OF SECURITIES.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

11.06 WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Company shall make any payment to the Trustee
with respect to the Securities at a time when such payment is prohibited by
SECTION 11.03 OR 11.04, such payment shall be held by the Trustee, in trust for
the benefit of, and shall be paid forthwith over and delivered to, the holders
of Senior Indebtedness (PRO RATA as to each of such holders on the basis of the
respective amounts of Senior Indebtedness held by them) or their Representative
or the trustee under the indenture or other agreement (if any) pursuant to which
Senior Indebtedness may have been issued, as their respective interests may
appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in
accordance with its terms, after giving effects to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         If a distribution is made to Securityholders, that because of this
ARTICLE XI should not have been made to them, the Securityholders who receive
the distribution shall hold it in trust for holders of Senior Indebtedness and
pay it over to them as their interests may appear.

11.07 NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
amount due with respect to the Securities to violate this Article, but failure
to give such notice shall not affect the subordination of the Securities to the
Senior Indebtedness provided in this Article.




                                      -44-
<PAGE>   51

11.08 SUBROGATION.

         After all Senior Indebtedness is paid in full and until the Securities
are paid in full, Securityholders shall be subrogated (equally and ratably with
all other Indebtedness of the Company ranking PARI PASSU with the Securities) to
the rights of holders of Senior Indebtedness to receive distributions applicable
to Senior Indebtedness to the extent that distributions otherwise payable to the
Securityholders have been applied to the payment of Senior Indebtedness. A
distribution made under this ARTICLE XI to holders of Senior Indebtedness which
otherwise would have been made to Securityholders is not, as between the Company
and Securityholders, a payment by the Company on Senior Indebtedness.

11.09 RELATIVE RIGHTS.

         This ARTICLE XI defines the relative rights of Securityholders and
holders of Senior Indebtedness. Nothing in this Indenture shall:

                  (i) impair, as between the Company and Securityholders, the
         obligation of the Company, which is absolute and unconditional, to pay
         all amounts due with respect to the Securities in accordance with their
         terms;

                  (ii) affect the relative rights of Securityholders and
         creditors of the Company other than holders of Senior Indebtedness; or

                  (iii) prevent the Trustee or any Securityholder from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders of Senior Indebtedness to receive
         distributions otherwise payable to Securityholders.

11.10 SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

         No right of any holder of Senior Indebtedness to enforce the
subordination of the indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

11.11 DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representatives.

11.12 RIGHTS OF TRUSTEE AND PAYING AGENT.

         The Trustee or Paying Agent may continue to make payments on the
Securities until it receives written notice of facts that would cause a payment
of amounts due with respect to the Securities to violate this ARTICLE XI. Only
the Company, a Representative or a holder of an issue of Senior Indebtedness
that has no Representative may give the notice.





                                      -45-
<PAGE>   52

         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
Indebtedness (or a Representative on behalf of such holder) to establish that
such notice has been given by a holder of Senior Indebtedness or a
Representative on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any person who is a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this ARTICLE XI, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness 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, 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 or until such time as the Trustee shall be otherwise satisfied as to the
right of such person to receive such payment.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holder if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other person money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this ARTICLE XI or otherwise.

11.13 OFFICERS' CERTIFICATE.

         If there occurs an event referred to in SECTION 11.03 OR 11.04, the
Company shall promptly give to the Trustee an Officers' Certificate (on which
the Trustee may conclusively rely) identifying all holders of Senior
Indebtedness or their Representatives and the principal amount of Senior
Indebtedness then outstanding held by each such holder and stating the reasons
why such Officers' Certificate is being delivered to the Trustee.

11.14 OBLIGATION OF COMPANY UNCONDITIONAL.

         Nothing contained in this ARTICLE XI or elsewhere in this Indenture or
in any Security is intended to or shall impair, as between the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities all amounts due with respect to the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Company other than the holders of
the Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this ARTICLE XI of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy. Upon any distribution of assets of the Company


                                      -46-
<PAGE>   53


referred to in this ARTICLE XI, the Trustee, subject to the provisions of
SECTIONS 7.01 AND 7.02, and the Holders of the Securities shall be entitled to
rely upon any order or decree by any court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending, or a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee or the Holders of the Securities, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness 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
XI. Nothing contained in this ARTICLE XI or elsewhere in this Indenture or in
any Security is intended to or shall affect the obligation of the Company to
make, or prevent the Company from making, at any time except during the pendency
of any dissolution, winding up, liquidation or reorganization proceeding, and
except during the continuance of any default specified in SECTION 11.04 (not
cured or waived), payments at any time of all amounts due with respect to the
Securities.

11.15 NOT TO PREVENT EVENTS OF DEFAULT.

         The failure to make any payment due with respect to the Securities by
reason of any provision of this ARTICLE XI shall not be construed as preventing
the occurrence of an Event of Default under SECTION 6.01

11.16 PROHIBITION ON INCURRENCE OF LAYERED INDEBTEDNESS.

         The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is both (a) subordinate or
junior in right of payment to any Senior Indebtedness and (b) senior in any
respect in right of payment to the Securities.

                               XII. MISCELLANEOUS

12.01 TRUST INDENTURE ACT CONTROLS.

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

12.02 NOTICES.

         Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person, mailed by first-class mail
or by express delivery to the other's address stated in this SECTION 12.02. The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

         Any notice or communication to a Securityholder shall be mailed to its
address shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

         If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not the addressee receives it.



                                      -47-
<PAGE>   54


         If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same time.

         All notices or communications shall be in writing.

         The Company's address is:

                           IVAX Corporation
                           4400 Biscayne Boulevard
                           Miami, Florida 33137
                           Attention:  President

         The Trustee's address is:

                           U.S. Bank Trust National Association
                           180 East 5th Street
                           St. Paul, Minnesota 55101
                           Attention:  Richard Prokosch, Corporate Finance

12.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture the Company shall furnish to the Trustee:

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

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

         Each signer of an Officers' Certificate or an Opinion of Counsel may
(if so stated) rely, effectively, upon an Opinion of Counsel as to legal matters
and an Officers' Certificate as to factual matters if such signer reasonably and
in good faith believes in the accuracy of the document relied upon.

12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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



                                      -48-
<PAGE>   55


                  (i) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

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

                  (iv) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

12.06 RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Registrar, Paying Agent or Conversion Agent may make
reasonable rules and set reasonable requirements for their respective functions.

12.07 LEGAL HOLIDAYS.

         A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in The City of New York, in the State
of New York or in the city in which the Trustee administers its corporate trust
business. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on that payment for the intervening
period.

         A "BUSINESS DAY" is a day other than a Legal Holiday.

12.08 NO RECOURSE AGAINST OTHERS.

         No past, present or future director, officer, employee, incorporator or
shareholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

12.09 DUPLICATE ORIGINALS.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.



                                      -49-
<PAGE>   56

12.10 GOVERNING LAW.

         The laws of the State of New York, including without limitation Section
5-1401 of the General Obligations Law, but otherwise without regard to
principles of conflicts of law, shall govern this Indenture and the Securities.

12.11 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

12.12 SUCCESSORS.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

12.13 SEPARABILITY.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and a Holder shall have no claim therefor against any party hereto.

12.14 TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table 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.



                                      -50-
<PAGE>   57


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the date first above written.

                                      IVAX CORPORATION

                                      By: /s/ THOMAS E. BEIER
                                          ---------------------------------
                                             Name: Thomas E. Beier
                                             Title: Chief Financial Officer

                                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                      By: /s/ RICHARD H. PROKOSCH
                                          ---------------------------------
                                             Name: Richard H. Prokosch
                                             Title: Vice President





                                      -51-
<PAGE>   58

                                                                       EXHIBIT A

                               [Face of Security]

                                IVAX CORPORATION

    [INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND AS REQUIRED]

              4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2008

                             CUSIP NO. ____________

         IVAX CORPORATION, a Florida corporation (herein called the "COMPANY"),
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of _________________ Dollars ($_______________) on May 15,
2008, and to pay interest thereon, as provided on the reverse hereof, until the
principal and any unpaid and accrued interest is paid or duly provided for. The
right to payment of the principal and all other amounts due with respect hereto
is subordinated to the rights of Senior Indebtedness as set forth in the
Indenture referred to on the reverse side hereof.

         Interest Payment Dates: May 15 and November 15, with the first payment
to be made on November 15, 2001.

         Record Dates:  May 1 and November 1.

         The provisions on the back of this certificate are incorporated as if
set forth on the face hereof.

         IN WITNESS WHEREOF, IVAX CORPORATION has caused this instrument to be
duly signed.

                                                     IVAX CORPORATION

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


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


                                      A-1
<PAGE>   59


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred
to in the within-mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
    ------------------------------------
         Authorized Signatory

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




                                      A-2
<PAGE>   60


                              [REVERSE OF SECURITY]

                                IVAX CORPORATION

              4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2008

         1. INTEREST. IVAX CORPORATION, a Florida corporation (the "COMPANY"),
promises to pay interest on the principal amount of this Security at the rate
PER ANNUM shown above. The Company will pay interest semi-annually on May 15 and
November 15 of each year, with the first payment to be made on November 15,
2001. Interest on the Securities will accrue on the principal amount from the
most recent date to which interest has been paid or, if no interest has been
paid, from May 4, 2001. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

         2. MATURITY. The Notes will mature on May 15, 2008.

         3. METHOD OF PAYMENT. The Company will pay interest on the Securities
(except defaulted interest) to the persons who are registered Holders of
Securities at the close of business on the record date set forth on the face of
this Security next preceding the applicable interest payment date. Holders must
surrender Securities to a Paying Agent to collect the principal, Redemption
Price or Repurchase Price of the Securities. The Company will pay all amounts
due with respect to the Securities in money of the United States that at the
time of payment is legal tender for payment of public and private debts.
However, the Company may pay all amounts due with respect to the Securities by
check payable in such money. It may mail an interest check to a Holder's
registered address.

         4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, U.S. Bank
Trust National Association (the "Trustee") will act as Paying Agent, Registrar
and Conversion Agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without notice. The Company may act in any such capacity.

         5. INDENTURE. The Company issued the Securities under an Indenture
dated as of May 4, 2001 (the "INDENTURE") between the Company and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.
Code ss.ss. 77aaa-77bbbb) (the "ACT") as in effect on the date of the Indenture.
The Securities are subject to all such terms, and Securityholders are referred
to the Indenture and the Act for a statement of such terms. The Securities are
general unsecured senior subordinated obligations of the Company limited to
$575,000,000 aggregate principal amount ($725,000,000 if the Initial Purchaser
(as defined in the Indenture) has elected to exercise its over-allotment option
to purchase an additional $150,000,000 of the Securities), except as otherwise
provided in the Indenture (except for Securities issued in substitution for
destroyed, mutilated, lost or stolen Securities). Terms used herein which are
defined in the Indenture have the meanings assigned to them in the Indenture.

         6. OPTIONAL REDEMPTION. The Securities will be redeemable prior to
maturity at the option of the Company, in whole or in part, at any time on or



                                      A-3
<PAGE>   61

after May 29, 2004, at the following redemption prices (expressed as percentages
of the principal amount thereof), if redeemed during the periods commencing on
the dates set forth below, in each case together with accrued and unpaid
interest to the redemption date:

           ---------------------------- --------------------------
                                               Redemption
                      Date                        Price
           ---------------------------- --------------------------
                  May 29, 2004                  102.571%
           ---------------------------- --------------------------
                  May 16, 2005                  101.929%
           ---------------------------- --------------------------
                  May 16, 2006                  101.286%
           ---------------------------- --------------------------
            May 16, 2007 through                100.643%
              May 14, 2008 inclusive
           ---------------------------- --------------------------

         7. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at its registered address. Securities in denominations
larger than $1,000 principal amount may be redeemed in part but only in whole
multiples of $1,000 principal amount. On and after the redemption date interest
ceases to accrue on Securities or portions of them called for redemption.

         8. REPURCHASE AT OPTION OF HOLDER. In the event of a Change in Control
with respect to the Company, then each Holder of the Securities shall have the
right, at the Holder's option, subject to the rights of the holders of Senior
Indebtedness under ARTICLE XI of the Indenture, to require the Company to
repurchase such Holder's Securities including any portion thereof which is
$1,000 in principal amount or any integral multiple thereof on a business day
(the "REPURCHASE DATE") that is 45 days after the date of the Company Notice,
unless otherwise required by applicable law, at a price equal to 100% of the
outstanding principal amount of such Security, plus accrued and unpaid interest
to the Repurchase Date.

         Within 30 days after the occurrence of the Change in Control, the
Company is obligated to give notice of the occurrence of such Change in Control
to each Holder. Such notice shall include, among other things, the date by which
Holder must notify the Company of such Holder's intention to exercise the
Repurchase Right and of the procedure which such Holder must follow to exercise
such right. To exercise the Repurchase Right, a Holder of Securities must
deliver on or before the 30th day after the date of the Company Notice
irrevocable written notice to the Company (or an agent designated by the Company
for such purpose) and the Trustee of the Holder's exercise of such right
together with the Securities with respect to which the right is being exercised,
duly endorsed for transfer. In the event any Holder exercises its Repurchase
Right, such Holder's conversion right will terminate upon receipt of the written
notice of exercise of such Repurchase Right.



                                      A-4
<PAGE>   62


         A "CHANGE IN CONTROL" of the Company means

                  (i) the acquisition by any person, entity or "group" within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
         (excluding, for this purpose, the Company and its subsidiaries, any
         employee benefit plan of the Company or its subsidiaries which acquires
         beneficial ownership of voting securities of the Company and any
         current affiliate of the Company whose beneficial ownership does not in
         the future exceed 45% of the Company's outstanding Common Stock), of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of shares of Common Stock sufficient to elect a
         majority of directors;

                  (ii) persons who, as of the date of the Indenture, constitute
         the Board of Directors (the "INCUMBENT BOARD") cease for any reason to
         constitute at least a majority of the Board of Directors, provided that
         any person becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Company's stockholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         person were a member of the Incumbent Board;

                  (iii) approval by the stockholders of the Company of a
         reorganization, merger or consolidation, in each case, with respect to
         which persons who were the stockholders of the Company immediately
         prior to such reorganization, merger or consolidation do not,
         immediately thereafter, beneficially own shares sufficient to elect a
         majority of directors in the election of directors of the reorganized,
         merged or consolidated company, or

                  (iv) a liquidation or dissolution of the Company (other than
         pursuant to the United States Bankruptcy Code) or the conveyance,
         transfer or leasing of all or substantially all of the assets of the
         Company to any person.

         9. CONVERSION. A Holder may convert his or her Security into Common
Stock of the Company at any time prior to the close of business on May 15, 2008,
or, (x) if the Security is called for redemption by the Company, the Holder may
convert it at any time before the close of business on the date that is five
business days before the date fixed for such redemption, or (y) if the Security
is to be repurchased by the Company pursuant to PARAGRAPH 8 hereof, the Holder
may convert it at any time before the Company receives the Option of Holder To
Elect Purchase Notice. The initial conversion rate is 19.9750 shares per $1,000
principal amount of Securities or an initial conversion price of $50.0625 per
share, subject to adjustment in certain circumstances. To determine the number
of shares issuable upon conversion of a Security, divide the principal amount to
be converted by the conversion price in effect on the conversion date and round
the result to the nearest 1/100th share. The Company will deliver a check in
lieu of any fractional share. On conversion no payment or adjustment for any
unpaid and accrued interest, or liquidated damages with respect to, the
Securities will be made. If a Holder surrenders a Security for conversion



                                      A-5
<PAGE>   63

between the record date for the payment of interest and the next interest
payment date, such Security, when surrendered for conversion, must be
accompanied by payment of an amount equal to the interest thereon which the
registered Holder on such record date is to receive.

         To convert a Security a Holder must (1) complete and sign the
Conversion Notice, with appropriate signature guarantee, on the back of the
Security, (2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Registrar or
Conversion Agent, (4) pay the amount of interest, if any, the Holder may be paid
as provided in the last sentence of the above paragraph and (5) pay any transfer
or similar tax if required. A Holder may convert a portion of a Security if the
portion is $1,000 principal amount or a whole multiple of $1,000 principal
amount.

         Any shares issued upon conversion of a Security shall bear the Private
Placement Legend until after the second anniversary of the later of the issue
date for the Securities and the last date on which the Company or any Affiliate
of the Company was the owner of such shares or the Security (or any predecessor
security) from which such shares were converted (or such shorter period of time
as permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) (or such longer period of time as may be required under the
Securities Act or applicable state securities laws in the Opinion of Counsel for
the Company, unless otherwise agreed by the Company and the Holder thereof).

         10. SUBORDINATION. The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the Indenture, to the prior payment
in full of all Senior Indebtedness. Each Holder by accepting a Security agrees
to such subordination and authorizes the Trustee to give it effect.

         11. PROHIBITION ON INCURRENCE OF LAYERED INDEBTEDNESS. The Company
shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is both (a) subordinate or junior in right of payment to
any Senior Indebtedness and (b) senior in any respect in right of payment to the
Securities.

         12. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form without coupons in denominations of $1,000 principal amount and whole
multiples of $1,000 principal amount. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Registrar need not exchange or register the transfer
of any Security selected for redemption in whole or in part. Also, it need not
exchange or register the transfer of any Securities for a period of 15 days
before the mailing of a notice of redemption of the Securities selected to be
redeemed.

         13. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

         14. MERGER OR CONSOLIDATION. The Company shall not consolidate with, or
merge into, or transfer or lease all or substantially all of its assets to, any
person unless the person is a corporation, limited liability company or other
entity organized under the laws of the United States, any State thereof or the


                                      A-6
<PAGE>   64

District of Columbia and such person assumes by supplemental indenture all the
obligations of the Company under the Securities and the Indenture and
immediately after giving effect to the transaction no Default or Event of
Default exists.

         Notwithstanding the foregoing, any subsidiary of the Company may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company or any other subsidiary or subsidiaries of the Company.

         15. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the
Securities then outstanding, and any existing Default or Event of Default may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or the consent of
any Securityholder, the Indenture or the Securities may be amended or
supplemented to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Securities in addition to certificated Securities, to
comply with SECTIONS 5.01 AND 10.15 of the Indenture or to make any change that
does not adversely affect the rights of any Securityholder.

         16. DEFAULTS AND REMEDIES. An Event of Default includes the occurrence
of any of the following: default in payment of principal at maturity, upon
redemption or exercise of a Repurchase Right or otherwise; default for 30 days
in payment of interest or other amounts due; failure by the Company for 60 days
after notice to it to comply with any of its other agreements in the Indenture
or the Securities; and certain events of bankruptcy or insolvency. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the Securities then outstanding may declare all
the Securities to be due and payable immediately, except as provided in the
Indenture. Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities. Subject
to certain limitations, Holders of a majority in principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Securityholders notice of any continuing
Default or Event of Default (except a Default or Event of Default in payment) if
it determines that withholding notice is in the interests of the
Securityholders. The Company must furnish an annual compliance certificate to
the Trustee.

         17. REGISTRATION RIGHTS. The Holders are entitled to shelf registration
rights as set forth in the Registration Rights Agreement (as defined in the
Indenture). The Holders shall be entitled to receive liquidated damages in
certain circumstances, all as set forth in the Registration Rights Agreement.

         18. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, or
any banking institution serving as successor Trustee thereunder, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

         19. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the



                                      A-7
<PAGE>   65

Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

         20. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

         THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                  IVAX Corporation
                  4400 Biscayne Boulevard
                  Miami, Florida 33137
                  Attention:  Secretary



                                      A-8
<PAGE>   66




                              [FORM OF ASSIGNMENT]

I or we assign to
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER



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

-------------------------------------------------------------------------------
(please print or type name and address)


-------------------------------------------------------------------------------
the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints

-------------------------------------------------------------------------------
attorney to transfer the Security on the books of the Company with full power of
substitution in the premises.

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

                                      NOTICE: The signature on this assignment
                                      must correspond with the name as it
                                      appears upon the face of the within
                                      Security in every particular without
                                      alteration or enlargement or any change
                                      whatsoever and be guaranteed by a
                                      guarantor institution participating in the
                                      Securities Transfer Agents Medallion
                                      Program or in such other guarantee program
                                      acceptable to the Trustee.

Signature Guarantee:
                     ----------------------------------------------------------


                  In connection with any transfer of this Security occurring
prior to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "SECURITIES ACT") covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) the Resale Restriction Termination Date, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with transfer:



                                      A-9
<PAGE>   67

                                   [Check One]

(1)    ____       to the Company or a subsidiary thereof; or

(2)    ____       pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933, as amended; or

(3)    ____       to an institutional "accredited investor" (as defined in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
                  as amended) that has furnished to the Trustee a signed letter
                  containing certain representations and agreements (the form of
                  which letter can be obtained from the Trustee); or

(4)    ____       outside the United States to a "foreign purchaser" in
                  compliance with Rule 904 of Regulation S under the Securities
                  Act of 1933, as amended; or

(5)    ____       pursuant to the exemption from registration provided by Rule
                  144 under the Securities Act of 1933, as amended; or

(6)    ____       pursuant to an effective registration statement under the
                  Securities Act of 1933, as amended; or

(7)    ____       pursuant to another available exemption from the registration
                  statement requirements of the Securities Act of 1933, as
                  amended.

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

         [ ] The transferee is an Affiliate of the Company. (If the Security is
transferred to an Affiliate, the restrictive legend must remain on the Security
for two years following the date of the transfer).

                  Unless one of the items is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3),(4),(5) or (7) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4) and other information as the Trustee or the Company have
reasonably requested 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 of 1933, as amended.

                  If none of the foregoing items are checked, the Trustee or
Registrar shall not be obligated to register this Security in the name of any
person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.16 of the Indenture
shall have been satisfied.

Dated:                        Signed:
       --------------------          ------------------------------------------
                                     (Sign exactly as name appears on the other
                                     side of this Security)




                                      A-10
<PAGE>   68

Signature Guarantee:
                    -----------------------------------------------------------


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

Dated:
       ----------------     ---------------------------------------------------
                            NOTICE: To be executed by an executive officer




                                      A-11
<PAGE>   69




                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box: [ ]

To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):

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

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

--------------------------------------------------------------------------------
(Insert other person's soc. sec. or tax I.D. no.)


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

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

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

--------------------------------------------------------------------------------
(Print or type other person's name, address and zip code)

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

Date:                  Signature(s):
     --------------                -------------------------------------------

                                   -------------------------------------------
                                   (Sign exactly as your name(s) appear(s) on
                                   the other side of this Security)


Signature(s) guaranteed by:
                                   --------------------------------------------
                                   (All signatures must be guaranteed by a
                                   guarantor institution participating in the
                                   Securities Transfer Agents Medallion Program
                                   or in such other guarantee program acceptable
                                   to the Trustee.)



                                      A-12
<PAGE>   70


                    OPTION OF HOLDER TO ELECT PURCHASE NOTICE

         If you want to elect to have this Security purchased by the Company
pursuant to SECTION 3.07 of the Indenture, check the box: [ ]

         If you want to elect to have only part of this Security purchased by
the Company pursuant to SECTION 3.07 of the Indenture, state the principal
amount:

                                   $
                                    -------------------------------------------
                                   (in an integral multiple of $1,000)

Date:                              Signature(s):
     ------------------                         -------------------------------

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

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

Signature(s) guaranteed by:
                                    -------------------------------------------
                                   (All signatures must be guaranteed by a
                                   guarantor institution participating in the
                                   Securities Transfer Agents Medallion Program
                                   or in such other guarantee program acceptable
                                   to the Trustee.)



                                      A-13
<PAGE>   71
                                                                     EXHIBIT B-1

                        FORM OF PRIVATE PLACEMENT LEGEND

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

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

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.16 OF THE INDENTURE.

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

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THE LATER OF (X) TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER (A FORM
OF WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE) COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.



                                      B-1
<PAGE>   72






                                                                     EXHIBIT B-2

                       FORM OF LEGEND FOR GLOBAL SECURITY

         Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS
         SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
         PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
         DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY
         BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE.

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
         TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
         SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
         OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
         INDENTURE.


                                      B-2
<PAGE>   73

                                                                       EXHIBIT C

                            Form of Certificate To Be
                          Delivered in Connection with
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS



U.S. Bank Trust National Association
180 East 5th Street
St. Paul, Minnesota  55101
Attention:  Corporate Finance

Ladies and Gentlemen:

         In connection with our proposed purchase of 4 1/2% Convertible Senior
Subordinated Notes due 2008 (the "SECURITIES") of IVAX CORPORATION (the
"COMPANY"), we confirm that:

         1. We have received a copy of the Offering Memorandum (the "OFFERING
MEMORANDUM"), dated May 1, 2001, relating to the Securities and such other
information as we deem necessary in order to make our investment decision. We
acknowledge that we have read and agreed to the matters stated on the inside
front cover of the Offering Memorandum and in the section entitled "Notice to
Investors" of the Offering Memorandum, including the restrictions on duplication
and circulation of the Offering Memorandum.

         2. We understand that any subsequent transfer of the Securities is
subject to certain restrictions and conditions set forth in the Indenture
relating to the Securities (as described in the Offering Memorandum) and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Securities except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "SECURITIES ACT") and
all applicable state securities laws.

         3. We understand that the offer and sale of the Securities have not
been registered under the Securities Act, and that the Securities may not be
offered or sold except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Securities prior to the date that is two
years after the original issuance of the Securities, we will do so only (i) to
the Company or any of its subsidiaries, (ii) inside the United States in
accordance with Rule 144A under the Securities Act to a "QUALIFIED INSTITUTIONAL
BUYER" (as defined in Rule 144A under the Securities Act), (iii) inside the
United States to an institutional "ACCREDITED INVESTOR" (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to the Trustee (as defined in the Indenture relating to the



                                      C-1

<PAGE>   74

Securities), a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Securities (the form of which
letter can be obtained from the Trustee), (iv) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (v) pursuant
to the exemption from registration provided by Rule 144 under the Securities Act
(if available), or (vi) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing any
of the Securities from us a notice advising such purchaser that resales of the
Securities are restricted as stated herein.

         4. We are not acquiring the Securities for or on behalf of, and will
not transfer the Securities to, any pension or welfare plan (as defined in
Section 3 of the Employee Retirement Income Security Act of 1974), except as
permitted by law.

         5. We understand that, on any proposed resale of any Securities, we
will be required to furnish to the Trustee and the Company such certification,
legal opinions and other information as the Trustee and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Securities purchased by us will
bear a legend to the foregoing effect.

         6. We are an institutional "ACCREDITED INVESTOR" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investment, as the case may be.

         7. We are acquiring the Securities purchased by us for our account or
for one or more accounts (each of which is an institutional "ACCREDITED
INVESTOR") as to each of which we exercise sole investment discretion.



                                      C-2
<PAGE>   75


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

                                                     Very truly yours,

                                                     [Name of Transferee]

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




                                      C-3
<PAGE>   76

                                                                     EXHIBIT D-1

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            PURSUANT TO REGULATION S


U.S. Bank Trust National Association
180 East 5th Street
St. Paul, Minnesota  55101
Attention:  Corporate Finance

         Re:      IVAX CORPORATION (the "COMPANY") 4 1/2% Convertible Senior
                  Subordinated Notes due 2008 (the "SECURITIES")

Ladies and Gentlemen:

         In connection with our proposed sale of $_________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "SECURITIES ACT"), and, accordingly, we represent that:

                  (1) the offer of the Securities was not made to a person in
         the United States;

                  (2) either (a) at the time the buy offer was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated off-shore securities market and neither
         we nor any person acting on our behalf knows that the transaction has
         been pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
         States in contravention of the requirements of Rule 903(b) or Rule
         904(b) of Regulation S, as applicable;

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act; and

                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Securities.




                                      D-1
<PAGE>   77

         You, the Company and counsel for the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                   Very truly yours,

                                   [Name of Transferor]



                                   By:
                                       ---------------------------------------
                                          Authorized Signature




                                      D-2
<PAGE>   78
                                                                     EXHIBIT D-2

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            PURSUANT TO REGULATION S


U.S. Bank Trust National Association
180 East 5th Street
St. Paul, Minnesota  55101
Attention:  Corporate Finance

         Re:      IVAX CORPORATION (the "COMPANY") 4 1/2% Convertible Senior
                  Subordinated Notes due 2008 (the "SECURITIES")

Ladies and Gentlemen:

         In connection with our proposed purchase of $_________ aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "SECURITIES ACT"), and, accordingly, we represent that:

                  (1) the undersigned is not a U.S. person and has not acquired
         the Securities for the account or benefit of any U.S. person or is a
         U.S. person who has purchased the Securities in a transaction that did
         not require registration under the Securities Act;

                  (2) the undersigned is not a distributor within the meaning of
         Regulation S; and

                  (3) the undersigned agrees to resell the Securities only in
         accordance with the provisions of Regulation S, pursuant to
         registration under the Securities Act, or pursuant to an exemption from
         registration and agrees not to engage in hedging transactions with
         regard to the Securities unless in compliance with the Securities Act.

         You, the Company and counsel for the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Transferee]



                                      By:
                                          ------------------------------------
                                             Authorized Signature




                                      D-3
<PAGE>   79


                                                                       EXHIBIT E

          FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

IVAX CORPORATION
4400 Biscayne Boulevard
Miami, Florida 33137

U.S. Bank Trust National Association
180 East 5th Street
St. Paul, Minnesota  55101
Attention:  Corporate Finance

         Re:      IVAX CORPORATION (the "COMPANY") 4 1/2% Convertible Senior
                  Subordinated Notes Due 2008 (the "SECURITIES")

Ladies and Gentlemen:


         Please be advised that _____________ has transferred $___________
aggregate principal amount of the Securities or __ shares of the Company's
Common Stock, $0.10 par value per share, issuable on conversion of the
Securities ("STOCK") pursuant to an effective Shelf Registration Statement on
Form S-3 (File No. 333-_____) filed by the Company.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933 as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Securities or Stock is named as a "SELLING SECURITY HOLDER" in the Prospectus
dated _________, 2001, or in amendments or supplements thereto, and that the
aggregate principal amount of the Securities, or number of shares of Stock
transferred are [a portion of] the Securities or Stock listed in such
Prospectus, as amended or supplemented, opposite such owner's name.

                                                     Very truly yours,



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




                                      E-1
<PAGE>   80



                                                                       EXHIBIT F

    FORM OF OPINION OF COUNSEL IN CONNECTION WITH REGISTRATION OF SECURITIES


[Trustee]


         Re:      IVAX CORPORATION (the "COMPANY") 4 1/2% Convertible Senior
                  Subordinated Notes Due 2008 (the "SECURITIES")

Gentlemen:


         Reference is made to the Securities issued pursuant to a certain
indenture dated as of May 4, 2001 by and between the Company and U.S. Bank Trust
National Association, as trustee (the "TRUSTEE"). The Company issued
$575,000,000 principal amount of Securities on May 4, 2001 [and an additional
$150,000,000 on ________, 2001 [IF THE INITIAL PURCHASER'S OVERALLOTMENT OPTION
IS EXERCISED]] in transactions exempt from registration under the Securities Act
of 1933, as amended (the "SECURITIES ACT"). The Company has filed with the
Securities and Exchange Commission (the "SEC") a registration statement on Form
S-3 (number 333-____) (the "REGISTRATION STATEMENT") relating to the
registration under the Securities Act of $ZZZ,ZZZ,ZZZ principal amount of the
Securities and the shares of Common Stock of the Company (the "SHARES") issuable
upon conversion of the Securities being registered. The Registration Statement
was declared effective by order of the SEC dated

[             ].

         We have acted as counsel for the Company in connection with the
issuance of the Securities and the preparation and filing of the Registration
Statement and are familiar with the Securities, the Indenture, the Registration
Statement, the above-mentioned SEC order and such other documents as are
necessary to render this opinion.

         Based on the foregoing, it is our opinion that (1) the Registration
Statement has become effective under the Securities Act and, to our knowledge,
no stop order suspending the effectiveness of the Registration Statement has
been issued, (2) assuming that the Securities covered by the Registration
Statement and the Shares issuable upon conversion of such Securities are sold by
a relevant Holder specified in the Registration Statement in a manner specified
in the Registration Statement, such sale of the Securities and Shares issuable
upon conversion of the Securities will have been duly registered under the
Securities Act, and (3) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.

Yours truly,




                                       F-1