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                                                                     EXHIBIT 4.1
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                            LIFEPOINT HOSPITALS, INC.

                                    as Issuer

                                       AND

                                 CITIBANK, N.A.

                                   as Trustee

                                    INDENTURE

                           Dated as of August 10, 2005

            3.25% Convertible Senior Subordinated Debentures due 2025

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                                TABLE OF CONTENTS

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                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Definitions................................................      2

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

Section 2.01.  Designation, Amount and Issue of Debentures................     16
Section 2.02.  Form of Debentures.........................................     17
Section 2.03.  Date and Denomination of Debentures; Payments of Interest..     18
Section 2.04.  Date and Denomination of Debentures; Payments of
               Additional Interest........................................     19
Section 2.05.  Execution of Debentures....................................     19
Section 2.06.  Exchange and Registration of Transfer of Debentures;
               Restrictions on Transfer; Depositary.......................     20
Section 2.07.  Mutilated, Destroyed, Lost or Stolen Debentures............     27
Section 2.08.  Temporary Debentures.......................................     28
Section 2.09.  Cancellation of Debentures Paid, Etc.......................     28
Section 2.10.  CUSIP Numbers..............................................     29

                                    ARTICLE 3
                            REDEMPTION OF DEBENTURES

Section 3.01.  Company's Right to Redeem; Notices to Trustee..............     29
Section 3.02.  Selection of Debentures to Be Redeemed.....................     29
Section 3.03.  Notice of Redemption.......................................     30
Section 3.04.  Effect of Notice of Redemption.............................     31
Section 3.05.  Deposit of Redemption Price................................     31
Section 3.06.  Debentures Redeemed in Part................................     32
Section 3.07.  No Redemption Upon Acceleration............................     32

                                    ARTICLE 4
                           SUBORDINATION OF DEBENTURES

Section 4.01.  Agreement of Subordination.................................     32
Section 4.02.  Payments to Debentureholders...............................     33
Section 4.03.  Subrogation of Debentures..................................     36
Section 4.04.  Authorization to Effect Subordination......................     37
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Section 4.05.  Notice to Trustee..........................................     37
Section 4.06.  Trustee's Relation to Senior Indebtedness..................     38
Section 4.07.  No Impairment of Subordination.............................     38
Section 4.08.  Certain Conversions Not Deemed Payment.....................     38
Section 4.09.  Article Applicable to Paying Agents........................     39
Section 4.10.  Senior Indebtedness Entitled to Rely.......................     39
Section 4.11.  Reliance on Judicial Order or Certificate of Liquidating
               Agent......................................................     39

                                    ARTICLE 5
                       PARTICULAR COVENANTS OF THE COMPANY

Section 5.01.  Payment of Principal, Premium Interest, and Additional
               Interest...................................................     40
Section 5.02.  Maintenance of Office or Agency............................     40
Section 5.03.  Appointments to Fill Vacancies in Trustee's Office.........     41
Section 5.04.  Provisions as to Paying Agent..............................     41
Section 5.05.  Existence..................................................     43
Section 5.06.  Rule 144A Information Requirement..........................     43
Section 5.07.  Stay, Extension and Usury Laws.............................     43
Section 5.08.  Compliance Certificate.....................................     43
Section 5.09.  Additional Interest........................................     44
Section 5.10.  Further Instruments and Acts...............................     44
Section 5.11.  Resale Of The Debentures...................................     44

                                    ARTICLE 6
      LISTS OF DEBENTUREHOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.01.  Lists of Debentureholders..................................     44
Section 6.02.  Preservation and Disclosure of Lists.......................     44
Section 6.03.  Reports by Trustee.........................................     45
Section 6.04.  Reports by Company.........................................     45

                                    ARTICLE 7
                              DEFAULTS AND REMEDIES

Section 7.01.  Events of Default..........................................     46
Section 7.02.  Payments of Debentures on Default; Suit Therefor...........     49
Section 7.03.  Application of Monies Collected by Trustee.................     51
Section 7.04.  Proceedings by Debentureholders............................     52
Section 7.05.  Proceedings by Trustee.....................................     53
Section 7.06.  Remedies Cumulative and Continuing.........................     53
Section 7.07.  Direction of Proceedings and Waiver of Defaults by
               Majority of Debentureholders...............................     53
Section 7.08.  Notice of Defaults.........................................     54
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Section 7.09.  Undertaking to Pay Costs...................................     54

                                    ARTICLE 8
                             CONCERNING THE TRUSTEE

Section 8.01.  Duties and Responsibilities of Trustee.....................     55
Section 8.02.  Reliance on Documents, Opinions, Etc.......................     57
Section 8.03.  No Responsibility for Recitals, Etc........................     58
Section 8.04.  Trustee, Paying Agents, Conversion Agents or Registrar
               May Own Debentures.........................................     58
Section 8.05.  Monies to Be Held in Trust.................................     58
Section 8.06.  Compensation and Expenses of Trustee.......................     59
Section 8.07.  Officers' Certificate as Evidence..........................     60
Section 8.08.  Conflicting Interests of Trustee...........................     60
Section 8.09.  Eligibility of Trustee.....................................     60
Section 8.10.  Resignation or Removal of Trustee..........................     60
Section 8.11.  Acceptance by Successor Trustee............................     62
Section 8.12.  Succession by Merger, Etc..................................     62
Section 8.13.  Limitation on Rights of Trustee as Creditor................     63
Section 8.14.  Trustee's Application for Instructions from the Company....     63

                                    ARTICLE 9
                         CONCERNING THE DEBENTUREHOLDERS

Section 9.01.  Action by Debentureholders.................................     64
Section 9.02.  Proof of Execution by Debentureholders.....................     64
Section 9.03.  Who Are Deemed Absolute Owners.............................     64
Section 9.04.  Company-Owned Debentures Disregarded.......................     65
Section 9.05.  Revocation of Consents; Future Holders Bound...............     65

                                   ARTICLE 10
                           DEBENTUREHOLDERS' MEETINGS

Section 10.01. Purpose of Meetings........................................     66
Section 10.02. Call of Meetings by Trustee................................     66
Section 10.03. Call of Meetings by Company or Debentureholders............     67
Section 10.04. Qualifications for Voting..................................     67
Section 10.05. Regulations................................................     67
Section 10.06. Voting.....................................................     68
Section 10.07. No Delay of Rights by Meeting..............................     68
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                                   ARTICLE 11
                             SUPPLEMENTAL INDENTURES

Section 11.01. Supplemental Indentures Without Consent of
               Debentureholders...........................................     69
Section 11.02. Supplemental Indentures With Consent of Debentureholders...     71
Section 11.03. Effect of Supplemental Indentures..........................     72
Section 11.04. Notation on Debentures.....................................     72
Section 11.05. Evidence of Compliance of Supplemental Indenture to Be
               Furnished Trustee..........................................     73

                                   ARTICLE 12
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.01. Company May Consolidate, Etc. on Certain Terms.............     73
Section 12.02. Successor Corporation to be Substituted....................     74
Section 12.03. Opinion of Counsel to Be Given Trustee.....................     75

                                   ARTICLE 13
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.01. Discharge of Indenture.....................................     75
Section 13.02. Deposited Monies to Be Held in Trust by Trustee............     76
Section 13.03. Paying Agent to Repay Monies Held..........................     76
Section 13.04. Return of Unclaimed Monies.................................     76
Section 13.05. Reinstatement..............................................     76

                                   ARTICLE 14
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01. Indenture and Debentures Solely Corporate Obligations......     77

                                   ARTICLE 15
                            CONVERSION OF DEBENTURES

Section 15.01. Conversion Privilege.......................................     77
Section 15.02. Conversion Procedure.......................................     83
Section 15.03. Exchange In Lieu Of Conversion.............................     86
Section 15.04. Adjustment of Conversion Rate..............................     87
Section 15.05. Shares to Be Fully Paid....................................     95
Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale..     95
Section 15.07. Certain Covenants..........................................     98
Section 15.08. Responsibility of Trustee..................................     99
Section 15.09. Notice to Holders Prior to Certain Actions.................    100
Section 15.10. Shareholder Rights Plans...................................    101
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                                   ARTICLE 16
                  REPURCHASE OF DEBENTURES AT OPTION OF HOLDERS

Section 16.01. Repurchase at Option of Holders............................    101
Section 16.02. Repurchase at Option of Holders Upon a Fundamental Change..    104
Section 16.03. Withdrawal of Repurchase Notice or Fundamental Change
               Repurchase Notice..........................................    106
Section 16.04. Deposit of Repurchase Price or Fundamental Change
               Repurchase Price...........................................    106

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

Section 17.01. Provisions Binding on Company's Successors.................    108
Section 17.02. Official Acts by Successor Corporation.....................    108
Section 17.03. Addresses for Notices, Etc.................................    108
Section 17.04. Governing Law..............................................    108
Section 17.05. Evidence of Compliance with Conditions Precedent;
               Certificates to Trustee....................................    109
Section 17.06. Legal Holidays.............................................    109
Section 17.07. No Security Interest Created...............................    109
Section 17.08. Trust Indenture Act........................................    109
Section 17.09. Benefits of Indenture......................................    110
Section 17.10. Table of Contents, Headings, Etc...........................    110
Section 17.11. Authenticating Agent.......................................    110
Section 17.12. Execution in Counterparts..................................    111
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Exhibit A    Form of Debenture
Exhibit B    Form of Conversion Notice
Exhibit C    Form of Option to Elect Repayment Upon a Fundamental Change
Exhibit D    Form of Option to Elect Repayment on a Repurchase Date
Exhibit E    Form of Assignment and Transfer
Schedule A   Table of Additional Shares
Schedule B   Schedule of Changes to Principal Amount


                                        v

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     INDENTURE dated as of August 10, 2005 between LifePoint Hospitals, Inc., a
Delaware corporation, as issuer (hereinafter sometimes called the "Company", as
more fully set forth in Section 1.01), and Citibank, N.A., a national banking
association organized under the laws of the United States, as trustee
(hereinafter sometimes called the "Trustee", as more fully set forth in Section
1.01).

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 3.25% Convertible Senior Subordinated Debentures due 2025
(hereinafter sometimes called the "DEBENTURES"), initially in an aggregate
principal amount not to exceed $225,000,000, and in order to provide the terms
and conditions upon which the Debentures are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Indenture; and

     WHEREAS, the Debentures, the certificate of authentication to be borne by
the Debentures, a form of assignment, a form of option to elect repayment upon a
Fundamental Change (as defined herein), a form of option to elect repayment on a
Repurchase Date (as defined herein), a form of conversion notice and certificate
of transfer to be borne by the Debentures are to be substantially in the forms
hereinafter provided for; and

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

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                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01. Definitions.

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

     "ADDITIONAL INTEREST" The term "Additional Interest" means all Additional
Interest Amounts as defined in the Registration Rights Agreement.

     "ACQUISITION VALUE" The term "Acquisition Value" per share of the Common
Stock means, for each Trading Day in the Valuation Period with respect to a
Public Acquirer Change of Control, the value of the consideration paid per share
of Common Stock in connection with such Public Acquirer Change of Control, as
follows: (i) for any cash, 100% of the face amount of such cash consideration
per share of Common Stock; (ii) for any Acquirer Common Stock, the product of
100% of the Closing Sale Price of such Acquirer Common Stock on each such
Trading Day and the number of shares of Acquirer Common Stock paid per share of
Common Stock; and (iii) for any other securities, assets or property, 100% of
the fair market value of such securities, assets or property on each such
Trading Day per share of Common Stock, as determined by two independent
nationally recognized investment banks selected by the Company for this purpose.

     "ADDITIONAL SHARES" The term "Additional Shares" shall have the meaning
specified in Section 15.01(d)(ii).

     "ADJUSTMENT DETERMINATION DATE" The term "Adjustment Determination Date"
shall have the meaning specified in Section 15.04(k).

     "ADJUSTMENT EVENT" The term "Adjustment Event" shall have the meaning
specified in Section 15.04(k).


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

     "APPLICABLE CONVERSION PERIOD" means, in connection with any Debentures
surrendered for conversion, the ten consecutive Trading Day period commencing
after the third Trading Day following the date the Debentures are tendered for
conversion, subject to Section 15.01(d).

     "APPLICABLE PRICE" The term "Applicable Price" means the price paid per
share of Common Stock in connection with a Make-Whole Change of Control pursuant
to which Additional Shares shall be added to the Conversion Rate for Debentures
converted pursuant to Section 15.01(d) hereof, which shall be equal to (i) if
holders of Common Stock receive only cash in such Make-Whole Change of Control,
the cash amount paid per share of Common Stock and (ii) in all other cases, the
average of the Closing Sale Prices of the Common Stock for the five consecutive
Trading Days immediately preceding the related Conversion Date for such
Debentures.

     "AVERAGE PRICE" The term "Average Price" per share of Common Stock means
the average of the Closing Sale Prices of the Common Stock for each Trading Day
in the Applicable Conversion Period, appropriately adjusted by the Company for
any adjustment to the Conversion Rate that becomes effective, or any event
requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of
such event occurs, at any time during the period from which the Average Price is
to be calculated.

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

     "BOARD RESOLUTION" The term "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, or duly authorized committee thereof (to
the extent permitted by applicable law), and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

     "BUSINESS DAY" The term "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which the banking


                                        3

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institutions in The City of New York or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to close
or be closed.

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

     "CHANGE OF CONTROL" The term "Change of Control" means the occurrence after
the original issuance of the Debentures of any of the following events:

          (i) any Person or group (within the meaning of Section 13(d) of the
     Exchange Act) other than the Company, its subsidiaries and the Company's or
     such subsidiary's employee benefit plans, files a Schedule TO or any
     schedule, form or report under the Exchange Act disclosing that such Person
     or group has become the direct or indirect "beneficial owner" through a
     purchase, merger or other acquisition transaction or series of
     transactions, of shares of Common Stock entitling that Person or group to
     exercise 50% or more of the total voting power of all shares of the Common
     Stock that are entitled to vote generally in elections of directors; or

          (ii) consummation of any transaction or event (whether by means of a
     liquidation, share exchange, tender offer, consolidation, recapitalization,
     reclassification, merger of the Company or any sale or lease or other
     transfer of the consolidated assets of the Company and its subsidiaries
     substantially as an entirety) or a series of related transactions or events
     pursuant to which the Common Stock is exchanged for, converted into or
     constitutes solely the right to receive cash, securities or other property
     other than pursuant to a transaction in which the Persons that
     "beneficially owned," directly or indirectly, immediately prior to such
     transaction, shares of Common Stock representing a majority of the total
     voting power of all outstanding classes of common stock of the surviving or
     transferee Person in substantially the same proportion amongst themselves
     as such ownership immediately prior to such transaction; or

          (iii) the first day on which a majority of the members of the Board of
     Directors are not Continuing Directors.

          For purposes of this definition, whether a Person is a "BENEFICIAL
     OWNER" shall be determined in accordance with Rule 13d-3 under the Exchange
     Act and "PERSON" includes any syndicate or group that would be deemed to be
     a "PERSON" under Section 13(d)(3) of the Exchange Act.


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     "CLOSE OF BUSINESS" The term "close of business" means 5:00 p.m. (New York
City time).

     "CLOSING SALE PRICE" The term "Closing Sale Price" means, with respect to
the Common Stock or any other security for which a Closing Sale Price must be
determined, on any date, the closing sale price per share of the Common Stock or
such other security (or, if no closing sale price is reported, the average of
the closing bid and ask prices or, if more than one in either case, the average
of the average closing bid and the average closing ask prices) on such date as
reported in composite transactions for the principal U.S. securities exchange on
which the Common Stock or such other security is traded or, if the Common Stock
or such other security is not listed on a U.S. national or regional securities
exchange, as reported by the Nasdaq National Market or Nasdaq Small Cap Market.
In the absence of such quotations, the Closing Sale Price shall be determined by
the last quoted bid price per share of Common Stock or such other security in
the over-the-counter market on any date, as reported by the National Quotation
Bureau or similar organization. In absence of such quotation, the Closing Sale
Price shall be the average of the mid-point of the last bid and asked prices for
the Common Stock or such other security on any date from each of at least three
nationally recognized independent investment banking firms selected from time to
time by the Board of Directors of the Company for that purpose. The Closing Sale
Price shall be determined without reference to extended or after hours trading.

     "COMMISSION" The term "Commission" shall mean the Securities and Exchange
Commission.

     "COMMON STOCK" The term "Common Stock" shall mean, subject to Section 15.06
and Section 15.01(e), shares of common stock of the Company, par value $0.01 per
share, at the date of this Indenture or shares of any class or classes resulting
from any reclassification or reclassifications thereof and that have no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and that are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.

     "COMPANY" The term "Company" shall mean LifePoint Hospitals, Inc., a
Delaware corporation, and subject to the provisions of Article 12, shall include
its successors and assigns.


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<PAGE>

     "COMPANY NOTICE" The term "Company Notice" shall have the meaning specified
in Section 16.01(a).

     "CONTINUING DIRECTORS" The term "Continuing Directors" means, as of any
date of determination, any member of the Board of Directors who (a) was a member
of the Board of Directors as of August 4, 2005 or (b) who becomes a member of
the Board of Directors subsequent to that date and whose appointment, election
or nomination for election by shareholders is duly approved by a majority of the
Continuing Directors on the Board of Directors at the time of such approval,
either by a specific vote or by approval of the proxy statement issued by the
Company on behalf of the Board of Directors in which such individual is named as
nominee for director.

     "CONVERSION AGENT" The term "Conversion Agent" shall have the meaning
specified in Section 5.02.

     "CONVERSION DATE" The term "Conversion Date" shall have the meaning
specified in Section 15.02(c).

     "CONVERSION OBLIGATION" The term "Conversion Obligation" shall have the
meaning specified in Section 15.01(a).

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

     "CONVERSION RATE" The term "Conversion Rate" shall have the meaning
specified in Section 15.01(a).

     "CONVERSION SETTLEMENT DATE" The term "Conversion Settlement Date" shall
have the meaning specified in Section 15.02(c).

     "CONVERSION VALUE" The term "Conversion Value" means, for each $1,000
principal amount of Debentures, the product of (a) the Conversion Rate (as
increased, subject to Section 15.01(d), by the number of Additional Shares, if
any) and (b) the Average Price.

     "CORPORATE TRUST OFFICE" The term "Corporate Trust Office," or other
similar term, shall mean the principal corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office is, at the date as of which this Indenture is dated,
located at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York,
10013 Facsimile: (212)816-5527, Attention: Agency and Trust Group (LifePoint
Hospitals, Inc., 3.25% Convertible Senior Subordinated Debentures due 2025).


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<PAGE>

     "CREDIT AGREEMENT" The term "Credit Agreement" means the Credit Agreement
dated as of April 15, 2005 among the Company, Citicorp North America, Inc., as
administrative agent, the lenders referred to therein, Bank of America, N.A.,
CIBC World Markets Corp., Sun Trust Bank, UBS Securities LLC, as co-syndication
agents and Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner, and any amendment, modification, renewal, extension, or refinancing
thereof; provided that such amended, modified, renewed, extended, or refinanced
credit agreement is (i) an unsubordinated credit facility with a group of
institutional lenders secured by a substantial portion of the assets of the
Company and its subsidiaries and guaranteed by a substantial portion of the
Company's subsidiaries and (ii) contains restrictions on conversion under the
Debentures (including, without limitation, the provision for the Company for the
cash payment of the Principal Return upon conversion of the Debentures), which
restrictions shall not be materially less favorable to the holders of Debentures
than the terms of the Credit Agreement on the date of the Indenture.

     "CURRENT MARKET PRICE" The term "Current Market Price" means, in respect of
shares of Common Stock on any day and in respect of an issuance or distribution
on the Common Stock, the average of the Closing Sale Prices per share of Common
Stock or the security issued or distributed on the Common Stock for each of the
ten consecutive Trading Days ending on the earlier of the day in question and
the day before the Ex-Dividend Date with respect to such issuance or
distribution requiring such computation, except that if any other issuance,
distribution, subdivision or combination of the Common Stock to which a
Conversion Rate adjustment pursuant to Section 15.04 would apply during such
consecutive Trading Day period, the "Current Market Price" shall be calculated
for such period in a manner determined by the Company to reflect the impact of
such issuance, distribution, subdivision or combination on the Closing Sale
Price during such period.

     "CUSTODIAN" The term "Custodian" means Citibank, N.A., as custodian for The
Depository Trust Company, with respect to the Debentures in global form, or any
successor entity thereto.

     "DEBENTURE" or "DEBENTURES" The terms "Debenture" or "Debentures" shall
mean any Debenture or Debentures, as the case may be, authenticated and
delivered under this Indenture.

     "DEBENTUREHOLDER" or "HOLDER" The terms "Debentureholder" or "holder" as
applied to any Debenture, or other similar terms (but excluding the term
"beneficial holder"), shall mean any person in whose name at the time a
particular Debenture is registered on the Debenture register.


                                        7

<PAGE>

     "DEBENTURE REGISTRAR" The term "Debenture registrar" shall have the meaning
specified in Section 2.06(a).

     "DEBENTURE REGISTER" The term "Debenture register" shall have the meaning
specified in Section 2.06(a).

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

     "DEPOSITARY" The term "Depositary" means, with respect to the Debentures
issuable or issued in whole or in part in global form, the person specified in
Section 2.06(d) as the Depositary with respect to such Debentures, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, "Depositary" shall mean or include
such successor.

     "DESIGNATED SENIOR INDEBTEDNESS" The term "Designated Senior Indebtedness"
shall mean the Credit Agreement and any other Senior Indebtedness in which the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Senior Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return.

     "DISTRIBUTED PROPERTY" The term "Distributed Property" shall have the
meaning specified in Section 15.04(c).

     "EFFECTIVE DATE" The term "Effective Date" shall have the meaning specified
in Section 15.01(d)(ii).

     "EVENT OF DEFAULT" The term "Event of Default" means with respect to the
Debentures any event specified in Section 7.01, continued for the period of
time, if any, and after the giving of notice, if any, therein designated.

     "EX-DIVIDEND DATE" The term "Ex-Dividend Date" means, with respect to any
issuance or distribution on the Common Stock or any other equity security,


                                        8

<PAGE>

the first date on which the shares of Common Stock or such other equity security
trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such issuance or distribution.

     "EXCHANGE ACT" The term "Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

     "EXCHANGE PROPERTY" The "Exchange Property" shall have the meaning
specified in Section 15.06.

     "EXPIRATION TIME" The term "Expiration Time" shall have the meaning
specified in Section 15.04(e).

     "FAIR MARKET VALUE" The term "Fair Market Value" shall mean the amount
which a willing buyer would pay a willing seller in an arm's-length transaction.

     "FUNDAMENTAL CHANGE" The term "Fundamental Change" means the occurrence of
(a) a Change of Control or (b) a Termination of Trading.

     "FUNDAMENTAL CHANGE EXPIRATION TIME" The term "Fundamental Change
Expiration Time" shall have the meaning specified in Section 16.02(b).

     "FUNDAMENTAL CHANGE NOTICE" The term "Fundamental Change Notice" shall have
the meaning specified in Section 16.02(b).

     "FUNDAMENTAL CHANGE REPURCHASE DATE" The term "Fundamental Change
Repurchase Date" shall have the meaning specified in Section 16.02(a).

     "FUNDAMENTAL CHANGE REPURCHASE NOTICE" The term "Fundamental Change
Repurchase Notice" shall have the meaning specified in Section 16.02(a)(i).

     "FUNDAMENTAL CHANGE REPURCHASE PRICE" The term "Fundamental Change
Repurchase Price" shall have the meaning specified in Section 16.02(a).

     "GLOBAL DEBENTURE" The term "Global Debenture" shall have the meaning
specified in Section 2.06(b).

     "INDEBTEDNESS" The term "Indebtedness" shall mean, with respect to any
Person, and without duplication, (a) all indebtedness, obligations and other
liabilities (contingent or otherwise) of such Person for borrowed money
(including obligations of the Company in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements,
and


                                        9

<PAGE>

any loans or advances from banks, whether or not evidenced by debentures or
similar instruments, and all commitment, stand by and other fees due and payable
to financial institutions with respect to credit facilities available to such
Person) or evidenced by bonds, debentures, or similar instruments (whether or
not the recourse of the lender is to the whole of the assets of such Person or
to only a portion thereof) (other than any account payable or other accrued
current liability or obligation incurred in the ordinary course of business in
connection with the obtaining of materials or services); (b) all reimbursement
obligations and other liabilities (contingent or otherwise) of such Person with
respect to letters of credit, bank guarantees or bankers' acceptances; (c) all
obligations and liabilities (contingent or otherwise) in respect of leases of
real or personal property or other assets of such Person required, in conformity
with generally accepted accounting principles, to be accounted for as
capitalized lease obligations on the balance sheet of such Person; (d) all
direct or indirect guaranties or similar agreements by such Person in respect
of, and obligations or liabilities (contingent or otherwise) of such Person to
assure a creditor against loss in respect of indebtedness of another Person of
the kind described in clauses (a) through (c); (e) any indebtedness described in
clauses (a) through (d) secured by any mortgage, pledge, lien or other
encumbrance existing on property that is owned or held by such Person,
regardless of whether the indebtedness or other obligation secured thereby shall
have been assumed by such Person; and (f) any and all deferrals, renewals,
extensions and refundings of, or amendments, modifications or supplements to,
any indebtedness, obligation or liability of the kind described in clauses (a)
through (e).

     "INDENTURE" The term "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended or
supplemented.

     "INITIAL PURCHASERS" The term "Initial Purchasers" means Citigroup Global
Markets Inc., Banc of America Securities LLC, UBS Securities LLC, CIBC World
Markets Corp., and SunTrust Capital Markets, Inc.

     "INTEREST PAYMENT DATE" The term "Interest Payment Date" means each
February 15 and August 15 of each year, beginning in February 2006.

     "MAKE-WHOLE CHANGE OF CONTROL" The term "Make-Whole Change of Control"
means a transaction described in clause (2) of the definition of Change of
Control where more than 10% of the consideration received in connection with
such transaction consists of cash, or of securities exchanged or other property
that are not, or upon issuance will not be, traded on a U.S. national securities
exchange or quoted on the Nasdaq National Market.


                                       10

<PAGE>

     "MEASUREMENT PERIOD" The term "Measurement Period" shall have the meaning
specified in Section 15.01(a)(i)

     "NET REFERENCE PROPERTY AMOUNT" The term "Net Reference Property Amount"
shall have the meaning specified in Section 15.06(c)(ii).

     "NET SHARE AMOUNT" The term "Net Share Amount" shall have the meaning
specified in Section 15.02(a)(ii).

     "NET SHARES" The term "Net Shares" shall have the meaning specified in
Section 15.02(a)(ii).

     "NON-ELECTING SHARE" The term "non-electing share" shall have the meaning
specified in Section 15.06(b).

     "NOTICE OF CONVERSION" The term "Notice of Conversion" shall have the
meaning specified in Section 15.02(b).

     "OFFICERS' CERTIFICATE" The term "Officers' Certificate," when used with
respect to the Company, shall mean a certificate signed by (a) one of the
President, the Chief Executive Officer, any Executive or Senior Vice President,
Managing Director or any Vice President (whether or not designated by a number
or numbers or word added before or after the title "Vice President") and (b) by
any such other officer designated in (a) or by one of the Treasurer or any
Assistant Treasurer, Secretary or any Assistant Secretary or Controller of the
Company, which is delivered to the Trustee. Each such certificate shall include
the statements provided for in Section 17.05 if and to the extent required by
the provisions of such Section. One of the officers giving an Officers'
Certificate pursuant to Section 5.08 shall be the principal executive, financial
or accounting officer of the Company.

     "OPINION OF COUNSEL" The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee, which is delivered to the
Trustee. Each such opinion shall include the statements provided for in Section
17.05 if and to the extent required by the provisions of such Section.

     "OUTSTANDING" The term "outstanding," when used with reference to
Debentures, shall, subject to the provisions of Section 9.04, mean, as of any
particular time, all Debentures authenticated and delivered by the Trustee under
this Indenture, except:

     (i) Debentures theretofore canceled by the Trustee or accepted by the
Trustee for cancellation;


                                       11

<PAGE>

     (ii) Debentures, or portions thereof, for the payment repurchase of which
monies in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent);

     (iii) Debentures in lieu of which, or in substitution for which, other
Debentures shall have been authenticated and delivered pursuant to the terms of
Section 2.07 unless proof satisfactory to the Trustee is presented that any such
Debentures are held by protected purchasers in due course; and

     (iv) Debentures converted pursuant to Article 15.

     "PAYING AGENT" The term "Paying Agent" shall have the meaning specified in
Section 5.02.

     "PAYMENT BLOCKAGE NOTICE" The term "Payment Blockage Notice" shall have the
meaning specified in Section 4.02(b).

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

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

     "PREDECESSOR DEBENTURE" The term "Predecessor Debenture" of any particular
Debenture shall mean every previous Debenture evidencing all or a portion of the
same debt as that evidenced by such particular Debenture; and, for the purposes
of this definition, any Debenture authenticated and delivered under Section 2.07
in lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debenture that it replaces.

     "PRINCIPAL RETURN" The term "Principal Return" shall have the meaning
specified in Section 15.02(a)(i).

     "PUBLIC ACQUIRER CHANGE OF CONTROL" means any Make-Whole Change of Control,
where the acquirer, the person formed by or surviving the transaction, or any
entity that it is a direct or indirect "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of more than 50% of the total voting power of all
shares of such acquirer's or person's capital stock that are entitled to vote
generally in the election of directors has a class of common stock traded on a
national securities exchange or quoted on Nasdaq National Market or which will


                                       12

<PAGE>

be so traded or quoted when issued or exchanged in connection with such
Make-Whole Change of Control; provided that if there is more than one such
entity, the relevant entity will be such entity with the most direct beneficial
ownership to such acquirer's or person's capital stock. Such acquirer's,
person's or other entity's class of common stock traded on a national securities
exchange or quoted on Nasdaq or which will be so traded or quoted when issued or
exchanged in connection with such Change of Control is herein referred to as
"ACQUIRER COMMON STOCK."

     "PURCHASE AGREEMENT" The term "Purchase Agreement" means that certain
Purchase Agreement, dated as of August 4, 2005, between the Company and the
Initial Purchasers.

     "PURCHASED SHARES" The term "Purchased Shares" shall have the meaning
specified in Section 15.04(e)(i).

     "QIB" The term "QIB" shall mean a "qualified institutional buyer" as
defined in Rule 144A.

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

     "REDEMPTION PRICE" The term "Redemption Price" shall have the meaning
specified in Section 3.01.

     "REGISTRATION RIGHTS AGREEMENT" The term "Registration Rights Agreement"
means that certain Registration Rights Agreement, dated as of August 10, 2005,
between the Company and the Initial Purchasers.

     "REPURCHASE DATE" The term "Repurchase Date" has the meaning specified in
Section 16.01(a).

     "REPURCHASE NOTICE" The term "Repurchase Notice" has the meaning specified
in Section 16.01(a).

     "REPURCHASE PRICE" The term "Repurchase Price" has the meaning specified in
Section 16.01(a).

     "RESALE RESTRICTION TERMINATION DATE" The term "Resale Restriction
Termination Date" shall have the meaning specified in Section 2.06(d).

     "RESPONSIBLE OFFICER" The term "Responsible Officer", when used with
respect to the Trustee, shall mean an officer of the Trustee in the Corporate
Trust Office, having direct responsibility for the administration of this
Indenture, and


                                       13

<PAGE>

also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject.

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

     "RESTRICTED SECURITIES" The term "Restricted Securities" has the meaning
specified in Section 2.06(d).

     "RULE 144A" The term "Rule 144A" shall mean Rule 144A as promulgated under
the Securities Act.

     "SECURITIES ACT" The term "Securities Act" means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.

     "SENIOR INDEBTEDNESS" The term "Senior Indebtedness" shall mean the
principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or in connection with, and all fees, costs,
expenses and other amounts accrued or due on or in connection with, Indebtedness
of the Company, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company
(including all deferrals, renewals, extensions or refundings of, or amendments,
modifications or supplements to, the foregoing), unless in the case of any
particular Indebtedness the instrument creating or evidencing the same or the
assumption or guarantee thereof expressly provides that such Indebtedness shall
not be senior in right of payment to the Debentures or expressly provides that
such Indebtedness is pari passu or junior to the Debentures. Notwithstanding the
foregoing, the term Senior Indebtedness shall not include (a) any Indebtedness
of the Company to any majority-owned Subsidiary of the Company, or (b) the
Debentures. If any payment made to any holder of any Senior Indebtedness or its
Representative with respect to such Senior Indebtedness is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the reinstated
Indebtedness of the Company arising


                                       14

<PAGE>

as a result of such rescission or return shall constitute Senior Indebtedness
effective as of the date of such rescission or return.

     "SIGNIFICANT SUBSIDIARY" The term "Significant Subsidiary" means, with
respect to any person, a Subsidiary of such person that would constitute a
"significant subsidiary" as such term is defined under Rule 1-02 of Regulation
S-X of the Securities and Exchange Commission.

     "SUBSIDIARY" The term "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

     "TERMINATION OF TRADING" A "Termination of Trading" means any time that the
Common Stock is neither listed for trading on a United States national or
regional securities exchange nor approved for trading on the Nasdaq National
Market.

     "TRADING DAY" The term "Trading Day" means, with respect to the Common
Stock, a day (i) during which trading in securities generally occurs on The New
York Stock Exchange, or if the Common Stock is not then listed on The New York
Stock Exchange, the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, on the Nasdaq National Market and (ii)
on which a Closing Sales Price for the Common Stock may be obtained.

     "TRADING PRICE" The term "Trading Price" means, with respect to each $1,000
principal amount of Debentures (as used in this definition, a "Debenture") as of
any date (each such date a "date of determination"), the average of the
secondary market bid quotations per Debenture obtained by the Trustee for
$5,000,000 principal amount of Debentures at approximately 3:30 p.m., New York
City time, on such determination date from three independent nationally
recognized securities dealers selected by the Company; provided that if three
such bids cannot reasonably be obtained by the trustee, but two such bids are
obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Trustee, that one bid shall be used. If
the Trustee cannot reasonably obtain at least one such bid for $5,000,000
principal amount of Debentures from a nationally recognized securities dealer,
then the Trading Price of a Debenture will be deemed to be less than 96% of the
product of (a) the then-


                                       15

<PAGE>

applicable Conversion Rate of the Debentures and (b) the Closing Sale Price on
such date of determination.

     "TRANSFER" The term "transfer" shall have the meaning specified in Section
2.06(d).

     "TRIGGER EVENT" The term "Trigger Event" shall have the meaning specified
in Section 15.04(c).

     "TRUST INDENTURE ACT" The term "Trust Indenture Act" shall mean the Trust
Indenture Act of 1939, as amended, as it was in force at the date of execution
of this Indenture, except as provided in Section 11.03 and Section 15.06;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after the date hereof, the term "Trust Indenture Act" shall mean, to the extent
required by such amendment, the Trust Indenture Act of 1939 as so amended.

     "TRUSTEE" The term "Trustee" shall mean Citibank, N.A., and its successors
and any corporation resulting from or surviving any consolidation or merger to
which it or its successors may be a party and any successor trustee at the time
serving as successor trustee hereunder.

     "VALUATION PERIOD" The term "Valuation Period" shall have the meaning
specified in Section 15.01(e)(ii).

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

     Section 2.01. Designation, Amount and Issue of Debentures. The Debentures
shall be designated as the "3.25% Convertible Senior Subordinated Debentures due
2025." Debentures not to exceed the aggregate principal amount of $225,000,000,
upon the execution of this Indenture, or (except pursuant to Section 2.06 and
Section 2.07) from time to time thereafter, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures upon the written order of the Company,
signed by the Company's (a) Chief Executive Officer, President, Executive or
Senior Vice President, Managing Director or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President") and (b) any such other officer designated in (a) or the
Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary,
without any further action by the Company hereunder, provided, however, that
said Debentures may not be executed, delivered or authenticated unless and until
the Trustee shall have received an Officers' Certificate stating


                                       16

<PAGE>

that the Debentures are substantially in the form set forth in Exhibit A of the
Indenture and an Opinion of Counsel substantially to the effect that the
Indenture, to the extent applicable, and Debentures have been duly authorized
and, if executed and authenticated in accordance with the provisions of the
Indenture and delivered to and duly paid for by the Purchasers thereof on the
date of such opinion, would be entitled to the benefits of the Indenture and
would be valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, receivership, moratorium and other similar laws
affecting creditors' rights generally, general principles of equity, and such
other matters as shall be specified therein; provided further that additional
Debentures may be issued in an unlimited aggregate principal amount so long as
such Debentures are part of the same issue, within the meaning of Treasury
Regulations Sections 1.1275-1(f) and 1.1275-2(k)(2), as the Debentures initially
issued hereunder. The Trustee shall be fully protected in relying upon such
Officers' Certificate and Opinion of Counsel.

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

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

     The Global Debenture shall represent such of the outstanding Debentures as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Debentures from time to time endorsed thereon
and that the aggregate amount of outstanding Debentures represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of the
Global Debenture to reflect the amount of any increase or decrease in the amount
of outstanding Debentures represented thereby shall be made by the Trustee or
the Custodian, at the direction of the Trustee, in such manner and upon
instructions given by the holder of such Debentures in accordance with this
Indenture. Payment of principal, accrued and unpaid interest, and Additional
Interest, if any, and premium, if any (including any Repurchase Price or
Fundamental Change


                                       17

<PAGE>

Repurchase Price), on the Global Debenture shall be made to the holder of such
Debenture on the date of payment, unless a record date or other means of
determining holders eligible to receive payment is provided for herein.

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

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

     The Person in whose name any Debenture (or its Predecessor Debenture) is
registered on the Debenture Register at the close of business on any record date
with respect to any Interest Payment Date shall be entitled to receive the
interest payable on such Interest Payment Date. Interest shall be payable at the
office of the Company maintained by the Company for such purposes in the Borough
of Manhattan, City of New York, which shall initially be an office or agency of
the Trustee. The Company shall pay interest (i) on any Debentures in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Debenture Register (or upon written notice by such Person,
by wire transfer in immediately available funds, if such Person is entitled to
interest on aggregate principal in excess of $2 million) or (ii) on any Global
Debenture by wire transfer of immediately available funds to the account of the
Depositary or its nominee. The term "RECORD DATE" with respect to any Interest
Payment Date shall mean the February 1 or August 1 preceding the applicable
February 15 or August 15 Interest Payment Date, respectively.

     Any interest on any Debenture which is payable, but is not punctually paid
or duly provided for, on any February 15 or August 15 (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Debentureholder on the
relevant record date by virtue of his having been such Debentureholder, and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Debentures (or their respective Predecessor
Debentures) are registered at the close of business on a special record


                                       18

<PAGE>

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

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

     Section 2.04. Date and Denomination of Debentures; Payments of Additional
Interest. The Debentures shall be issuable in fully registered form without
coupons in denominations of $1,000 principal amount and integral multiples
thereof. Every Debenture shall be dated the date of its authentication and shall
pay Additional Interest in the manner and to the persons set forth in the
Registration Rights Agreement.

     Section 2.05. Execution of Debentures. The Debentures shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of


                                       19

<PAGE>

its Chairman or Vice-Chairman of the Board of Directors, Chief Executive
Officer, President, any of its Executive or Senior Vice Presidents, Managing
Director, or any of its Vice Presidents (whether or not designated by a number
or numbers or word or words added before or after the title "Vice President").
Only such Debentures as shall bear thereon a certificate of authentication
substantially in the form set forth on the form of Debenture attached as Exhibit
A hereto, manually executed by the Trustee (or an authenticating agent appointed
by the Trustee as provided by Section 17.11), shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee (or such an authenticating agent) upon any Debenture executed by the
Company shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

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

     Section 2.06. Exchange and Registration of Transfer of Debentures;
Restrictions on Transfer; Depositary.

     (a) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 5.02 being herein sometimes
collectively referred to as the "DEBENTURE REGISTER") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Debentures and of transfers of Debentures. Such register shall
be in written form or in any form capable of being converted into written form
within a reasonable period of time. The Trustee is hereby appointed "Debenture
registrar" for the purpose of registering Debentures and transfers of Debentures
as herein provided. The Company may appoint one or more co-registrars in
accordance with Section 5.02.

     Upon surrender for registration of transfer of any Debenture to the
Debenture registrar or any co-registrar, and satisfaction of the requirements
for such transfer set forth in this Section 2.06, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debentures of any authorized
denominations and of


                                       20

<PAGE>

a like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

     Debentures may be exchanged for other Debentures of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Debentures to be exchanged at any such office or agency maintained by the
Company pursuant to Section 5.02. Whenever any Debentures are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures which the Debentureholder making the exchange is
entitled to receive, bearing registration numbers not contemporaneously
outstanding.

     All Debentures presented or surrendered for registration of transfer or for
exchange, redemption, repurchase or conversion shall (if so required by the
Company, the Trustee, the Debenture registrar or any co-registrar) be duly
endorsed, or be accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company and duly executed, by the Debentureholder
thereof or his attorney-in-fact duly authorized in writing.

     No service charge shall be charged to the Debentureholder for any exchange
or registration of transfer of Debentures, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, assessments or other
governmental charges that may be imposed in connection therewith.

     None of the Company, the Trustee, the Debenture registrar or any
co-registrar shall be required to exchange or register a transfer of (a) any
Debentures for a period of thirty (30) days next preceding any selection of
Debentures to be redeemed, (b) any Debentures or portions thereof called for
redemption pursuant to Section 3.02, (c) any Debentures surrendered for
conversion or, if a portion of any Debenture is surrendered for conversion, such
portion thereof surrendered for conversion or (d) any Debentures, or a portion
of any Debenture, surrendered for repurchase (and not withdrawn) in accordance
with Article 16 hereof.

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

     (b) So long as the Debentures are eligible for book-entry settlement with
the Depositary, unless otherwise required by law, all Debentures shall be
represented by a Debenture in global form (a "GLOBAL DEBENTURE") registered in
the name of the Depositary or the nominee of the Depositary. The transfer and
exchange of beneficial interests in a Global Debenture, which does not involve


                                       21

<PAGE>

the issuance of a definitive Debenture, shall be effected through the Depositary
(but not the Trustee or the Custodian) in accordance with this Indenture
(including the restrictions on transfer set forth herein) and the procedures of
the Depositary therefor.

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

     (d) Every Debenture that bears or is required under this Section 2.06(d) to
bear either of the legends set forth in this Section 2.06(d) (together with any
Common Stock issued upon conversion of the Debentures and required to bear
either of the legends set forth in Section 2.06(e), collectively, the
"RESTRICTED SECURITIES") shall be subject to the restrictions on transfer set
forth in this Section 2.06(d) (including one of the legends set forth below),
unless such restrictions on transfer shall be waived by written consent of the
Company, and the holder of each such Restricted Security, by such holder's
acceptance thereof, agrees to be bound by all such restrictions on transfer. As
used in Section 2.06(d) and Section 2.06(e), the term "transfer" encompasses any
sale, pledge, transfer or other disposition whatsoever of any Restricted
Security.

     Until the date (the "RESALE RESTRICTION TERMINATION DATE") that is two (2)
years after the later of the date of original issuance date of any Debenture and
the last date on which the Company or any affiliate of the Company was the owner
of such Debenture, any certificate evidencing such Debenture (and all securities
issued in exchange therefor or substitution thereof, other than Common Stock, if
any, issued upon conversion thereof which shall bear the legend set forth in
Section 2.06(e), if applicable) shall bear a legend in substantially the
following form (unless such Debentures have been transferred pursuant to a
registration statement that has been declared effective under the Securities Act
and which continues to be effective at the time of such transfer, pursuant to
the exemption from registration provided by Rule 144 or any similar provision
then in force under the Securities Act, or unless otherwise agreed by the
Company in writing, with notice thereof to the Trustee):


                                       22

<PAGE>

     THIS DEBENTURE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
     EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
     (THE "SECURITIES ACT"), AND THIS DEBENTURE AND THE COMMON STOCK ISSUABLE
     UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM. EACH PURCHASER OF THIS DEBENTURE IS HEREBY NOTIFIED THAT THE
     SELLER OF THIS DEBENTURE MAY BE RELYING ON THE EXEMPTION FROM THE
     PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
     THEREUNDER.

     THE HOLDER OF THIS DEBENTURE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
     THIS DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE
     OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON
     WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
     DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION
     UNDER THE SECURITIES ACT PROVIDED FOR BY RULE 144 THEREUNDER (IF
     AVAILABLE), (III) TO THE COMPANY OR ANY SUBSIDIARY THEREOF OR (IV) PURSUANT
     TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
     CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
     ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
     SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE
     FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

     Any Debenture (or security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms may, upon surrender of such Debenture for exchange to the Debenture
registrar in accordance with the provisions of this Section 2.06, be exchanged
for a new Debenture or Debentures, of like tenor and aggregate principal amount,
which shall not bear the restrictive legend required by this Section 2.06(d).

     Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in this Section 2.06(d)), a Global Debenture may not be
transferred as a whole or in part except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a


                                       23

<PAGE>

successor Depositary or a nominee of such successor Depositary, provided that a
Global Debenture may be exchanged in whole or in part for a definitive Debenture
registered in the name of any Person other than the Depositary if (x) any holder
of a beneficial interest in such Global Debenture through the Depositary
requests to exchange such beneficial interest for a Debenture in registered
form, in accordance with customary procedures or (y) the Company determines, in
its sole discretion, not to have Debentures represented by a Global Debenture.

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

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

     Definitive Debentures issued in exchange for all or a part of the Global
Debenture pursuant to this Section 2.06(d) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. Upon execution and authentication, the Trustee shall deliver such
definitive Debentures to the persons in whose names such definitive Debentures
are so registered.

     At such time as all interests in a Global Debenture have been converted,
canceled, repurchased or transferred, such Global Debenture shall be, upon
receipt thereof, canceled by the Trustee in accordance with standing procedures
and instructions existing between the Depositary and the Custodian. At any time
prior to such cancellation, if any interest in a Global Debenture is exchanged
for definitive Debentures, converted, canceled, repurchased or transferred to a
transferee who receives definitive Debentures therefor or any definitive
Debenture is exchanged or transferred for part of such Global Debenture, the
principal amount of such Global Debenture shall, in accordance with the standing


                                       24

<PAGE>

procedures and instructions existing between the Depositary and the Custodian,
be appropriately reduced or increased, as the case may be, and an endorsement
shall be made on such Global Debenture, by the Trustee or the Custodian, at the
direction of the Trustee, to reflect such reduction or increase.

     (e) Until the Resale Restriction Termination Date, any stock certificate
representing Common Stock issued upon conversion of such Debenture shall bear a
legend in substantially the following form (unless the Debenture or such Common
Stock has been sold pursuant to the exemption from registration provided by Rule
144 under the Securities Act or pursuant to a registration statement that has
been declared effective under the Securities Act, and which continues to be
effective at the time of such transfer, or such Common Stock has been issued
upon conversion of Debentures that have been transferred pursuant to a
registration statement that has been declared effective under the Securities Act
or pursuant to the exemption from registration provided by Rule 144 under the
Securities Act, or unless otherwise agreed by the Company with written notice
thereof to the Trustee and any transfer agent for the Common Stock):

     THE COMMON STOCK OF LIFEPOINT HOSPITALS, INC. (THE "SECURITY") WAS
     ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
     UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE
     OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
     REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
     COMMON STOCK IS HEREBY NOTIFIED THAT THE SELLER OF THIS COMMON STOCK MAY BE
     RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
     ACT PROVIDED BY RULE 144A THEREUNDER.

     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
     THE SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
     (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
     INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
     TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED FOR BY RULE
     144 THEREUNDER (IF AVAILABLE), (III) TO THE COMPANY OR ANY SUBSIDIARY
     THEREOF OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
     SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
     APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
     HOLDER


                                       25

<PAGE>

     WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
     THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

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

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

     (g) Notwithstanding any provision of Section 2.06 to the contrary, in the
event Rule 144(k) as promulgated under the Securities Act (or any successor
rule) is amended to change the two-year period under Rule 144(k) (or the
corresponding period under any successor rule), from and after receipt by the
Trustee of the Officers' Certificate and Opinion of Counsel provided for in this
Section 2.06(g), (i) each reference in Section 2.06(d) to "two (2) years" and in
the restrictive legend set forth in such paragraph to "TWO YEARS" shall be
deemed for all purposes hereof to be references to such changed period, (ii)
each reference in Section 2.06(e) to "two (2) years" and in the restrictive
legend set forth in such paragraph to "TWO YEARS" shall be deemed for all
purposes hereof to be references to such changed period and (iii) all
corresponding references in the Debentures (including the definition of Resale
Restriction Termination Date) and the restrictive legends thereon shall be
deemed for all purposes hereof to be references to such changed period, provided
that such changes shall not become effective if they are otherwise prohibited
by, or would otherwise cause a violation of, the then-applicable federal
securities laws. The provisions of this Section 2.06(g) will not be effective
until such time as the Opinion of Counsel and Officers' Certificate have been
received by the Trustee hereunder. This Section 2.06(g) shall apply to
successive amendments to Rule 144(k) (or any successor rule) changing the
holding period thereunder.


                                       26

<PAGE>

     Section 2.07. Mutilated, Destroyed, Lost or Stolen Debentures. In case any
Debenture shall become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and deliver, a
new Debenture, bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Debenture, or in lieu of and in substitution
for the Debenture so destroyed, lost or stolen. In every case the applicant for
a substituted Debenture shall furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent such security or indemnity as may be
required by them to save each of them harmless from any loss, liability, cost or
expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, to
the Trustee and, if applicable, to such authenticating agent evidence to their
satisfaction of the destruction, loss or theft of such Debenture and of the
ownership thereof.

     The Trustee or such authenticating agent may authenticate any such
substituted Debenture and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Debenture, the Company
or the Trustee may require the payment by the holder of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith. In case any
Debenture which has matured or is about to mature or has been called for
redemption or has been tendered for repurchase upon a Fundamental Change or has
been surrendered for repurchase on a Repurchase Date or is about to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the
Company may, in its sole discretion, instead of issuing a substitute Debenture,
pay or authorize the payment of or convert or authorize the conversion of the
same (without surrender thereof except in the case of a mutilated Debenture), as
the case may be, if the applicant for such payment or conversion shall furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent
such security or indemnity as may be required by them to save each of them
harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in every case of destruction, loss or theft, evidence
satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or
Conversion Agent evidence of their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.

     Every substitute Debenture issued pursuant to the provisions of this
Section 2.07 by virtue of the fact that any Debenture is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits of (but shall be subject to all
the limitations set forth in)


                                       27

<PAGE>

this Indenture equally and proportionately with any and all other Debentures
duly issued hereunder. To the extent permitted by law, all Debentures shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion or redemption
or repurchase of mutilated, destroyed, lost or stolen Debentures and shall
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment or conversion of negotiable instruments or other securities without
their surrender.

     Section 2.08. Temporary Debentures. Pending the preparation of Debentures
in certificated form, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon written request of the
Company, authenticate and deliver temporary Debentures (printed or
lithographed). Temporary Debentures shall be issuable in any authorized
denomination, and substantially in the form of the Debentures in certificated
form but with such omissions, insertions and variations as may be appropriate
for temporary Debentures, all as may be determined by the Company. Every such
temporary Debenture shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Debentures in
certificated form. Without unreasonable delay the Company will execute and
deliver to the Trustee or such authenticating agent Debentures in certificated
form (other than in the case of Debentures in global form) and thereupon any or
all temporary Debentures (other than any Global Debenture) may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 5.02 and the Trustee or such authenticating agent shall authenticate
and deliver in exchange for such temporary Debentures an equal aggregate
principal amount of Debentures in certificated form. Such exchange shall be made
by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Debentures shall in all respects be entitled to the
same benefits and subject to the same limitations under this Indenture as
Debentures in certificated form authenticated and delivered hereunder.

     Section 2.09. Cancellation of Debentures Paid, Etc. All Debentures
surrendered for the purpose of payment, repurchase, conversion, exchange or
registration of transfer, shall, if surrendered to the Company or any Paying
Agent or any Debenture registrar or any Conversion Agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Debentures shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall destroy canceled Debentures in accordance with its customary
procedures and, after such destruction, shall deliver a certificate of such
destruction to the Company, at the Company's written request. If the Company
shall acquire any of the Debentures, such acquisition shall not operate as
satisfaction of the


                                       28

<PAGE>

indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

     Section 2.10. CUSIP Numbers. The Company in issuing the Debentures may use
"CUSIP" numbers (if then generally in use), and, if so, the trustee shall use
"CUSIP" numbers in Company Notices as a convenience to holders of the
Debentures; provided, that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Debentures
or Company Notice and that reliance may be placed only on the other
identification numbers printed on the Debentures. The Company will promptly
notify the Trustee in writing of any change in the "CUSIP" numbers.

                                    ARTICLE 3
                            REDEMPTION OF DEBENTURES

     Section 3.01. Company's Right to Redeem; Notices to Trustee. Prior to
February 20, 2013, the Debentures will not be redeemable at the Company's
option. Beginning on February 20, 2013, the Company, at its option, may redeem
the Debentures for cash at any time as a whole, or from time to time in part, at
a redemption price (the "REDEMPTION PRICE") equal to 100% of the principal
amount of the Debentures to be redeemed plus accrued and unpaid interest,
including Additional Interest, if any, on the Debentures to be redeemed to (but
excluding) the Redemption Date; provided, however, that, if the Redemption Date
falls after a Record Date and on or prior to the succeeding Interest Payment
Date, the Redemption Price shall be equal to 100% of the principal amount of the
Debentures to be redeemed and interest shall be payable to the record holder of
the Debenture on the record date relating to such Interest Payment Date. If the
Company elects to redeem Debentures, it shall notify the Trustee in writing of
the Redemption Date, the principal amount of Debentures to be redeemed and the
Redemption Price. Notwithstanding the foregoing, the Company may not redeem the
Debentures unless it has obtained an amendment or consent to the Credit
Agreement, or refinanced such Credit Agreement, such that no Credit Agreement
Event would occur upon conversions pursuant to Section 15.01(a)(iii).

     The Company shall give the notice to the Trustee provided for in this
Section 3.01 not less than thirty (30) days but not more than sixty (60) days
before the Redemption Date, unless the Trustee consents to a shorter period,
accompanied by an Officers' Certificate to the effect that such redemption will
comply with the conditions herein.

     Section 3.02. Selection of Debentures to Be Redeemed. If fewer than all
the Debentures are to be redeemed, the Trustee shall, upon 10 days prior notice
from the Company (unless the Trustee consents to a shorter period), select the


                                       29

<PAGE>

Debentures to be redeemed pro rata or by lot or by a method that otherwise
complies with the applicable procedures of the Depositary and applicable legal
and securities exchange requirements, if any, and that the Trustee considers
appropriate and in accordance with methods generally used at the time of
selection by trustees in similar circumstances. The Trustee shall make the
selection from outstanding Debentures not previously called for redemption.
Debentures and portions of Debentures the Trustee selects shall be in principal
amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture
that apply to Debentures called for redemption also apply to portions of
Debentures called for redemption. The Trustee shall notify the Company as
promptly as practicable of the Debentures or portions of Debentures to be
redeemed.

     Debentures and portions of Debentures that are to be redeemed, pursuant to
this Article 3, are convertible by the holder thereof until the close of
business one Business Day prior to the Redemption Date, as set forth in Section
15.07(a). If any Debenture selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Debenture so selected, the converted portion of such Debenture shall be deemed
(so far as may be) to be from the portion selected for redemption. Debentures
that have been converted during a selection of Debentures to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.

     Section 3.03. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company or, at the Company's request, the
Trustee (provided that the Company provided the notice specified in Section 3.01
to the Trustee not less than 45 days before the Redemption Date (unless the
Trustee consents to a shorter period)) shall mail a notice of redemption by
first-class mail, postage prepaid, to the holders of each Debenture to be
redeemed.

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

     (1) the Redemption Date;

     (2) the Redemption Price;

     (3) the then existing Conversion Rate;

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

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


                                       30

<PAGE>

     (6) that holders who want to convert their Debentures must satisfy the
requirements for conversion set forth in the Debentures and this Indenture;

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

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

     (9) the CUSIP number(s) of the Debentures.

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

     Section 3.04. Effect of Notice of Redemption. Once notice of redemption is
given, Debentures called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice except for Debentures
which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Debentures shall be paid at the Redemption
Price stated in the notice.

     Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York
City time) on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary thereof is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price of all
Debentures to be redeemed on that date other than Debentures or portions of
Debentures called for redemption which on or prior thereto have been delivered
by the Company to the Trustee for cancellation or have been converted. Subject
to receipt of funds and/or Debentures by the Paying Agent, payment for
Debentures surrendered for redemption will be made promptly after the later of
(x) the Redemption Date with respect to such Debenture and (y) the time of
delivery of such Debenture to the Paying Agent by the holder thereof, by mailing
checks for the amount payable to the holders of such Debentures entitled thereto
as they shall appear in the Debenture Register, provided, however, that payments
to the Depositary shall be made by wire transfer of immediately available funds
to the account of the Depositary or its nominee. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Debentures pursuant to Section 15.01. If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.


                                       31

<PAGE>

     If the Trustee (or other Paying Agent appointed by the Company) holds money
sufficient to redeem on the Redemption Date all the Debentures or portions
thereof that are to be redeemed as of the Redemption Date, then on and after the
Business Day following the Redemption Date (i) such Debentures will cease to be
outstanding, (ii) interest, including Additional Interest, if any, will cease to
accrue on such Debentures, and (iii) all other rights of the holders of such
Debentures will terminate, whether or not book-entry transfer of the Debentures
has been made or the Debentures have been delivered to the Trustee or Paying
Agent, other than the right to receive the Redemption Price upon delivery of the
Debentures.

     Section 3.06. Debentures Redeemed in Part. Upon surrender of a Debenture
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the holder a new Debenture in an authorized
denomination equal in principal amount to the unredeemed portion of the
Debenture surrendered. In the event of any redemption in part, the Company will
not be required to (i) issue, register the transfer of or exchange any Debenture
during a period beginning at the opening of business 15 days before any
selection of Debentures for redemption and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all holders of Debentures to be so redeemed, or (ii) register the
transfer of or exchange any Debenture so selected for redemption, in whole or in
part, except the unredeemed portion of any Debenture being redeemed in part.

     Section 3.07. No Redemption Upon Acceleration. Notwithstanding the
foregoing, the Company may not redeem the Debentures if it failed to pay any
interest, including Additional Interest, if any, and such failure to pay is
continuing, or if the principal amount of the Debentures has been accelerated,
and such acceleration has not been rescinded, on or prior to such Redemption
Date.

                                    ARTICLE 4
                           SUBORDINATION OF DEBENTURES

     Section 4.01. Agreement of Subordination. The Company covenants and
agrees, and each holder of Debentures issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Debentures shall be issued subject to
the provisions of this Indenture; and each person holding any Debenture, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees to be bound by such provisions.

     The payment of the principal of, premium, if any, interest, including
Additional Interest, if any, on all Debentures (including, but not limited to,
the Redemption Price, Principal Return, Repurchase Price or Fundamental Change


                                       32

<PAGE>

Repurchase Price with respect to the Debentures as provided in the Indenture)
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full of
all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

     No provision of this Section 4.01 shall prevent the occurrence of any
default or Event of Default hereunder.

     Section 4.02. Payments to Debentureholders. No payment shall be made with
respect to the principal of, premium, if any, or Additional Interest, if any, on
the Debentures (including, but not limited to, the Redemption Price, Principal
Return, Repurchase Price or Fundamental Change Repurchase Price with respect to
Debentures as provided in this Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
4.05, if:

     (a) a default in the payment of principal, premium, if any, interest, rent
or other obligations in respect of Designated Senior Indebtedness occurs and is
continuing beyond any applicable period of grace (a "PAYMENT DEFAULT"), unless
and until such Payment Default shall have been cured or waived or shall have
ceased to exist; or

     (b) a default, other than a Payment Default, on any Designated Senior
Indebtedness occurs and is continuing that then permits holders of such
Designated Senior Indebtedness to accelerate its maturity, or in the case of a
lease, a default occurs and is continuing that permits the lessor to either
terminate the lease or require the Company to make an irrevocable offer to
terminate the lease, and the Trustee receives written notice of the default (a
"PAYMENT BLOCKAGE NOTICE") from a holder of Designated Senior Indebtedness, a
Representative of Designated Senior Indebtedness or the Company (a "NON-PAYMENT
DEFAULT").

     If the Trustee receives any Payment Blockage Notice pursuant to clause (b)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 4.02 unless and until at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice. No
Non-Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

     The Company may and shall resume payments on and distributions in respect
of the Debentures, including any past scheduled payments of the principal of,
premium, if any, interest, including Additional Interest, if any, on such


                                       33

<PAGE>

Debentures (including, but not limited to, the Redemption Price, Principal
Return, Repurchase Price or Fundamental Change Repurchase Price with respect to
Debentures as provided in this Indenture), to which the holders of the
Debentures would have been entitled but for the provisions of this Article 4:

          (i) in the case of a Payment Default, on the date upon which such
     Payment Default is cured or waived or ceases to exist, and

          (ii) in the case of a Non-Payment Default, the earlier of (a) the date
     upon which such default is cured or waived or ceases to exist or (b) 179
     days after the Payment Blockage Notice is received by the Trustee if the
     maturity of such Designated Senior Indebtedness has not been accelerated
     and no Payment Default with respect to any Designated Senior Indebtedness
     has occurred which has not been cured or waived or ceased to exist (in such
     event clause (1) above shall instead be applicable).

     Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness before any payment is made on account of
the principal of, premium, if any, interest, or Additional Interest, if any, on
the Debentures (except payments made pursuant to Article 13 from monies
deposited with the Trustee pursuant thereto prior to commencement of proceedings
for such dissolution, winding up, liquidation or reorganization); and upon any
such dissolution or winding up or liquidation or reorganization of the Company
or bankruptcy, insolvency, receivership or other proceeding, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Debentures
or the Trustee would be entitled, except for the provision of this Article 4,
shall (except as aforesaid) be paid by the Company or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the holders of the Debentures or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in cash
or other payment satisfactory to the


                                       34

<PAGE>

holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness, before any
payment or distribution is made to the holders of the Debentures or to the
Trustee.

     For purposes of this Article 4, the words, "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 4 with respect to
the Debentures to the payment of all Senior Indebtedness that may at the time be
outstanding; provided that (i) the Senior Indebtedness are assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment. The consolidation
of the Company with, or the merger of the Company into, another corporation or
the liquidation or dissolution of the Company following the conveyance or
transfer of its property as an entirety, or substantially as an entirety, to
another corporation upon the terms and conditions provided for in Article 12
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 4.02 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article 12.

     In the event of the acceleration of the Debentures because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Debentures in respect of the principal of, premium, if any, or interest,
including Additional Interest, if any on the Debentures (including, but not
limited to, the Redemption Price, Principal Return, Repurchase Price or the
Fundamental Change Repurchase Price with respect to Debentures as provided in
the Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 4.05, until all Senior
Indebtedness have been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Debentures is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing provisions in this Section 4.02, shall
be received by the Trustee or the holders of the Debentures before all Senior
Indebtedness are paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, or provision is made for such payment
thereof in accordance with its terms in cash or other payment satisfactory to
the holders of


                                       35

<PAGE>

such Senior Indebtedness, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of any
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or other payment satisfactory to the holders of
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.06. This Section 4.02 shall be subject to
the further provisions of Section 4.05.

     Section 4.03. Subrogation of Debentures. Subject to the payment in full of
all Senior Indebtedness, the rights of the holders of the Debentures shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article 4 (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is pari passu to the Debentures; provided that for the purposes of
such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the holders of the
Debentures or the Trustee would be entitled except for the provisions of this
Article 4, and no payment over pursuant to the provisions of this Article 4, to
or for the benefit of the holders of Senior Indebtedness by holders of the
Debentures or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness, and the holders of the Debentures, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or securities
to or for the benefit of the holders of the Debentures pursuant to the
subrogation provisions of this Article 4, that would otherwise have been paid to
the holders of Senior Indebtedness shall be deemed to be a payment by the
Company to or for the account of the Debentures. It is understood that the
provisions of this Article 4 are and are intended solely for the purposes of
defining the relative rights of the holders of the Debentures, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in
the Debentures is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of, premium, if any, and
interest, including Additional Interest, if any, on the Debentures as and when
the same shall become


                                       36

<PAGE>

due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the holders of the Debentures 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 Debenture from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article 4 of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

     Section 4.04. Authorization to Effect Subordination. Each holder of a
Debenture by the holder's acceptance thereof authorizes and directs the Trustee
on the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 4 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the second paragraph of Section
7.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Senior Indebtedness or their representatives are
hereby authorized to file an appropriate claim for and on behalf of the holders
of the Debentures.

     Section 4.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any Paying Agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any Paying
Agent in respect of the Debentures pursuant to the provisions of this Article 4.
Notwithstanding the provisions of this Article 4 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Debentures pursuant to the provisions of this Article
4, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a holder or holders of
Senior Indebtedness or from any trustee thereof; and before the receipt of any
such written notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided that if on a date not less than one (1)
Business Day prior to the date upon which by the terms hereof any such monies
may become payable for any purpose (including, without limitation, the payment
of the principal of, or premium, if any, or interest, including Additional
Interest on any Debenture) the Trustee shall not have received, with respect to
such monies, the notice provided for in this Section 4.05, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to apply monies received to the purpose for which they were received,
and shall not be affected by any notice to the contrary which may be received by
it on or after such prior date.


                                       37

<PAGE>

     Notwithstanding anything in this Article 4 to the contrary, nothing shall
prevent any payment by the Trustee to the Debentureholders of monies deposited
with it pursuant to Section 13.01, provided such deposit was not in violation of
this Article 4, and any such payment shall not be subject to the provisions of
Section 4.01 or Section 4.02

     The Trustee shall be entitled to conclusively rely on the delivery to it of
a written notice by a Representative to a person representing himself to be a
holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a Representative or a holder of
Senior Indebtedness or a trustee on behalf of any such holder or holders. The
Trustee shall not be required to make any payment or distribution to or on
behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it
has received reasonably satisfactory evidence 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 4.

     Section 4.06. Trustee's Relation to Senior Indebtedness. The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article 4 in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 4, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness.

     Section 4.07. No Impairment of Subordination. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

     Section 4.08. Certain Conversions Not Deemed Payment. For the purposes of
this Article 4 only, (1) the issuance and delivery of junior securities upon
conversion of Debentures in accordance with Article 15 shall not be deemed to
constitute a payment or distribution on account of the principal of, premium, if
any, or interest, including Additional Interest, if any, on Debentures or on
account


                                       38

<PAGE>

of the purchase or other acquisition of Debentures, and (2) the payment,
issuance or delivery of cash (including the Principal Return, but excluding cash
in satisfaction of fractional shares pursuant to Section 15.02(a)(iii)),
property or securities (other than junior securities) upon conversion of a
Debenture shall be deemed to constitute payment on account of the principal of,
premium, if any, or interest, including Additional Interest, if any, on such
Debenture. For the purposes of this Section 4.08, the term "junior securities"
means (a) shares of any stock of any class of the Company or (b) securities of
the Company that are subordinated in right of payment to all Senior Indebtedness
that may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the Debentures
are so subordinated as provided in this Article. Nothing contained in this
Article 4 or elsewhere in this Indenture or in the Debentures is intended to or
shall impair, as among the Company, its creditors (other than holders of Senior
Indebtedness) and the Debentureholders, the right, which is absolute and
unconditional, of the holder of any Debenture to convert such Debenture in
accordance with Article 15.

     Section 4.09. Article Applicable to Paying Agents. If at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
4.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent. The Trustee shall not be responsible for
the actions or inactions of any other Paying Agents (including the Company if
acting as its own Paying Agent) and have no control of any funds held by such
other Paying Agents, unless and to the extent that the Trustee has been
appointed as Paying Agent under this Indenture.

     Section 4.10. Senior Indebtedness Entitled to Rely. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article 4, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

     Section 4.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Debentureholders shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for


                                       39

<PAGE>

the benefit of creditors, agent or other person making such payment or
distribution, delivered to the Trustee or to the Debentureholders, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of 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.

                                    ARTICLE 5
                       PARTICULAR COVENANTS OF THE COMPANY

     Section 5.01. Payment of Principal, Premium Interest, and Additional
Interest. The Company covenants and agrees that it will cause to be paid the
principal of and premium, if any (including the Redemption Price, Repurchase
Price or Fundamental Change Repurchase Price), accrued and unpaid interest and
Additional Interest, if any, on each of the Debentures at the places, at the
respective times and in the manner provided herein and in the Debentures. Each
installment of accrued and unpaid interest and Additional Interest, if any, on
the Debentures due on any Payment Date (as defined in the Registration Rights
Agreement) may be paid by mailing checks for the amount payable to or upon the
written order of the Debentureholders entitled thereto as they shall appear on
the registry books of the Company, provided that, with respect to any
Debentureholder with an aggregate principal amount equal to or in excess of
$2,000,000, at the request of such holder in writing to the Company, accrued and
unpaid interest and Additional Interest, if any, on such holder's Debentures
shall be paid by wire transfer in immediately available funds in accordance with
the wire transfer instructions supplied by such holder from time to time to the
Trustee and Paying Agent (if different from Trustee) at least two days prior to
the applicable record date; provided further that payment of accrued and unpaid
interest and Additional Interest, if any, made to the Depositary shall be paid
by wire transfer in immediately available funds in accordance with such wire
transfer instructions and other procedures provided by the Depositary from time
to time.

     Section 5.02. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency where the
Debentures may be surrendered for registration of transfer or exchange or for
presentation for payment, redemptions or repurchase ("PAYING AGENT") or for
conversion ("CONVERSION AGENT") and where notices and demands to or upon the
Company in respect of the Debentures and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address


                                       40

<PAGE>

thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office or the office or agency of the Trustee in
the Borough of Manhattan, The City of New York.

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

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

     So long as the Trustee is the Debenture registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 8.10(a) and the
third paragraph of Section 8.11.

     Section 5.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 5.04. Provisions as to Paying Agent.

     (a) If the Company shall appoint a Paying Agent other than the Trustee or
if the Trustee shall appoint such a Paying Agent, the Company will cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
5.04:

          (i) that it will hold all sums held by it as such agent for the
     payment of the principal of and premium, if any, and accrued and unpaid
     interest and Additional Interest, if any, on the Debentures (whether such
     sums have been paid to it by the Company or by any other obligor on the
     Debentures) in trust for the benefit of the holders of the Debentures;


                                       41

<PAGE>

          (ii) that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Debentures) to make any payment of
     the principal of and premium, if any, and accrued and unpaid interest and
     Additional Interest, if any, on the Debentures when the same shall be due
     and payable; and

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

     The Company shall, on or before each due date of the principal of, or
premium, if any, or accrued and unpaid interest or Additional Interest, if any,
on the Debentures, deposit with the Paying Agent a sum sufficient to pay such
principal, premium, if any, or accrued and unpaid interest or Additional
Interest, if any, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure to take such action, provided that if
such deposit is made on the due date, such deposit must be received by the
Paying Agent by 11:00 a.m., New York City time, on such date.

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

     (c) Anything in this Section 5.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any Paying Agent hereunder
as required by this Section 5.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any Paying Agent
to the Trustee, the Company or such Paying Agent shall be released from all
further liability with respect to such sums.

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


                                       42

<PAGE>

     Section 5.05. Existence. Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

     Section 5.06. Rule 144A Information Requirement. Within the period prior
to the expiration of the holding period applicable to sales of Debentures or any
Common Stock issuable on conversion thereof under Rule 144(k) under the
Securities Act (or any successor provision), the Company covenants and agrees
that it shall, during any period in which it is not subject to Section 13 or
15(d) under the Exchange Act, make available to any holder or beneficial
Debentureholder or any such Common Stock, in each case which continue to be
Restricted Securities, in connection with any sale thereof and any prospective
Purchasers of Debentures or such Common Stock from such holder or beneficial
holder, the information required pursuant to Rule 144A(d)(4) under the
Securities Act upon the written request of any holder or beneficial holder of
the Debentures or such Common Stock and it will take such further action as any
holder or beneficial holder of such Debentures or such Common Stock may
reasonably request, all to the extent required from time to time to enable such
holder or beneficial holder to sell its Debentures or Common Stock without
registration under the Securities Act within the limitation of the exemption
provided by Rule 144A, as such rule may be amended from time to time. Upon the
written request of any holder or any beneficial holder of the Debentures or such
Common Stock, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.

     Section 5.07. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
interest on the Debentures as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

     Section 5.08. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2005) an Officers'
Certificate stating whether or not to the best of their knowledge the signers
know of any default or Event of Default that occurred during such period. If
they do,


                                       43

<PAGE>

such Officers' Certificate shall describe the default or Event of Default and
its status.

     Section 5.09. Additional Interest. If Additional Interest are payable by
the Company pursuant to the Registration Rights Agreement, the Company shall
deliver to the Trustee a certificate to that effect stating (i) the amount of
such Additional Interest that are payable and (ii) the date on which such
damages are payable. Unless and until a Responsible Officer of the Trustee
receives at the Corporate Trust Office such a certificate, the Trustee may
assume without inquiry that no such Additional Interest are payable. If the
Company has paid Additional Interest directly to the persons entitled to them,
the Company shall deliver to the Trustee a certificate setting forth the
particulars of such payment.

     Section 5.10. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

     Section 5.11. Resale Of The Debentures. During the period of two years
after the last date of original issuance of the Debentures the Company shall
not, and shall not permit any of its Affiliates to, resell any of the Debentures
or the shares of Common Stock, if any, issued upon conversion of the Debentures,
that constitute "restricted securities" under Rule 144 under the Securities Act
that have been reacquired by any of them.

                                    ARTICLE 6
      LISTS OF DEBENTUREHOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 6.01. Lists of Debentureholders. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, semi-annually, not
more than fifteen (15) days after each May 1 and November 1 in each year
beginning with November 1, 2005, and at such other times as the Trustee may
request in writing, within thirty (30) days after receipt by the Company of any
such request (or such lesser time as the Trustee may reasonably request in order
to enable it to timely provide any notice to be provided by it hereunder), a
list in such form as the Trustee may reasonably require of the names and
addresses of the Debentureholders as of a date not more than fifteen (15) days
(or such other date as the Trustee may reasonably request in order to so provide
any such notices) prior to the time such information is furnished, except that
no such list need be furnished so long as the Trustee is acting as Debenture
registrar.

     Section 6.02. Preservation and Disclosure of Lists.


                                       44

<PAGE>

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the
Debentureholders contained in the most recent list furnished to it as provided
in Section 6.01 or maintained by the Trustee in its capacity as Debenture
registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished.

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

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

     Section 6.03. Reports by Trustee.

     (a) Within sixty (60) days after October 15 of each year commencing with
the year 2005, the Trustee shall transmit to Debentureholders such reports dated
as of October 15 of each year in which such reports are made concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

     (b) A copy of such report shall, at the time of such transmission to
Debentureholders, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Debentures are listed and with the Company. The
Company will notify the Trustee in writing within a reasonable time when the
Debentures are listed on any stock exchange or automated quotation system and
when any such listing is discontinued.

     Section 6.04. Reports by Company.

     (a) After this Indenture has been qualified under the Trust Indenture Act,
the Company shall file with the Trustee and the Commission, and transmit to
Debentureholders, such information, documents and other reports and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be delivered to the
Trustee within 15 days after the same is so required to be filed with the
Commission.


                                       45

<PAGE>

     (b) Delivery of such reports, information and documents to the Trustee is
for informational purposes only, and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on an Officers' Certificate).

                                    ARTICLE 7
                              DEFAULTS AND REMEDIES

     Section 7.01. Events of Default. The following events shall be Events of
Default with respect to the Debentures:

     (a) default in the payment of the principal of and premium, if any, on the
Debentures as and when the same shall become due and payable either at maturity
or in connection with any redemption, repurchase or otherwise, whether or not
such payment is prohibited by the provisions of Article 4; or

     (b) default for thirty (30) days in the payment of any installment of
interest, upon any of the Debentures as and when the same shall become due and
payable, whether or not such payment is prohibited by the provisions of Article
4; or

     (c) default for thirty (30) days in the payment of any installment of
Additional Interest, if any, upon any of the Debentures as and when the same
shall become due and payable, whether or not such payment is prohibited by the
provisions of Article 4; or

     (d) failure to pay when due the Principal Return in cash, together with any
cash in lieu of fractional shares as required under Section 15.02, or to deliver
when due the Net Shares and such failure continues for 5 days. It shall not be
an Event of Default under this clause (d) if the Debentures are not convertible
as a result of a Credit Agreement Event as set forth Section 15.01(d), and the
Company has complied with all its obligations set forth therein; or

     (e) failure on the part of the Company to duly to observe or perform any
other of the covenants on the part of the Company in the Debentures or in this
Indenture (other than a covenant default in whose performance or whose breach is
elsewhere in this Section specifically dealt with) and the continuance of such
failure for a period of sixty (60) days after the date on which written notice
of such failure, requiring the Company to remedy the same, shall have been given
to the Company by the Trustee, or to the Company and a Responsible Officer of
the Trustee by the holders of at least 25% in aggregate principal amount of


                                       46

<PAGE>

Debentures at the time outstanding, determined in accordance with Section 9.04;
or

     (f) a default in the payment of the Repurchase Price or Fundamental Change
Repurchase Price in respect of any Debenture on the Repurchase Date or
Fundamental Change Repurchase Date in accordance with the provisions of Article
16, whether or not such payment is prohibited by the provisions of Article 4; or

     (g) failure on the part of the Company to provide a written notice of a
Fundamental Change in accordance with Section 16.02; or

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

     (i) an involuntary case or other proceeding shall be commenced against the
Company or any Significant Subsidiary seeking liquidation, reorganization or
other relief with respect to the Company or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of ninety (90) consecutive days; or

     (j) The failure by the Company or any Significant Subsidiary to make any
payment by the end of the applicable grace period, if any, after the maturity of
any Indebtedness of the Company or such Significant Subsidiary for borrowed
money in an aggregate principal amount in excess of $25,000,000, or if there is
an acceleration of Indebtedness for borrowed money in such principal amount
because of a default with respect to such Indebtedness without such Indebtedness
having been discharged or such acceleration having been cured, waived, rescinded
or annulled, in either case, for a period of 60 days after written notice to the
Company by the Trustee or to the Company and the Trustee by holders of at least
25% in aggregate principal amount of the Debentures then outstanding, determined
in accordance with Section 9.04.


                                       47

<PAGE>

     In case one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), then, and in each and every such case
(other than an Event of Default specified in Section 7.01(h) or Section 7.01(i)
with respect to the Company), unless the principal of all of the Debentures
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Debentures then
outstanding determined in accordance with Section 9.04, by notice in writing to
the Company (and to the Trustee if given by Debentureholders), may declare the
principal of and premium, if any, on all the Debentures and accrued and unpaid
interest and accrued and unpaid Additional Interest, if any, to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Debentures contained to the contrary notwithstanding. If an Event of Default
specified in Section 7.01(h) or Section 7.01(i) occurs and is continuing with
respect to the Company, the principal of all the Debentures and accrued and
unpaid interest and accrued and unpaid Additional Interest, if any, shall be
immediately due and payable. This provision, however, is subject to the
conditions that if, at any time after the principal of the Debentures shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay installments of accrued and unpaid interest and accrued and
unpaid Additional Interest, if any, upon all Debentures and the principal of and
premium, if any, on any and all Debentures that shall have become due otherwise
than by acceleration (with interest on overdue installments of accrued and
unpaid interest and accrued and unpaid Additional Interest, if any, (to the
extent that payment of such interest is enforceable under applicable law) and on
such principal and premium, if any, at the rate of 4% per year) and amounts due
to the Trustee pursuant to Section 8.06, and if any and all defaults under this
Indenture, other than the nonpayment of principal of and premium, if any, and
accrued and unpaid interest and accrued and unpaid Additional Interest, if any,
on Debentures that shall have become due by acceleration, shall have been cured
or waived pursuant to Section 7.07, then and in every such case the holders of a
majority in aggregate principal amount of the Debentures then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults or
Events of Default with respect to the Debentures and rescind and annul such
declaration and its consequences and such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or Event of Default, or shall
impair any right consequent thereon. The


                                       48

<PAGE>

Company shall notify the Responsible Officer of the Trustee, promptly upon
becoming aware thereof, of any Event of Default by delivering to the Trustee a
statement specifying such Event of Default.

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

     Section 7.02. Payments of Debentures on Default; Suit Therefor. In the
event that the Trustee or the holders of not less than twenty-five percent (25%)
in aggregate principal amount of the Debentures then outstanding hereunder have
declared the principal of and premium, if any, on all Debentures (including
accrued and unpaid interest and accrued and unpaid Additional Interest, if any)
to be due and payable immediately in accordance with Section 7.01, and the
Company shall have failed forthwith to pay such amounts, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of
the sums so due and unpaid (including such further amounts as shall be
sufficient to cover the reasonable costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith), and may prosecute any such action or proceeding to
judgment or final degree, and may enforce any such judgment or final decree
against the Company or any other obligor on the Debentures and collect in the
manner provided by law out of the property of the Company or any other obligor
on the Debentures wherever situated the monies adjudged or decreed to be
payable.

     In the case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Debentures under
title 11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Debentures, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made


                                       49

<PAGE>

any demand pursuant to the provisions of this Section 7.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal premium, if any, and
accrued and unpaid interest and accrued and unpaid Additional Interest, if any,
in respect of the Debentures, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents and to take such other
actions as it may deem necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Debentureholders allowed in such judicial proceedings relative to the Company or
any other obligor on the Debentures, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.06; and any receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Debentureholders to make such
payments to the Trustee, as administrative expenses, and, in the event that the
Trustee shall consent to the making of such payments directly to the
Debentureholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including agents and counsel
fees, and including any other amounts due to the Trustee under Section 8.06
hereof, incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property which
the holders of the Debentures may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

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

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


                                       50

<PAGE>

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

     Section 7.03. Application of Monies Collected by Trustee. Any monies
collected by the Trustee pursuant to this Article 7 with respect to the
Debentures shall be applied in the order following, at the date or dates fixed
by the Trustee for the distribution of such monies, upon presentation of the
several Debentures, and stamping thereon the payment, if only partially paid,
and upon surrender thereof, if fully paid:

     First, to the payment of all amounts due the Trustee under Section 8.06;

     Second, subject to the provisions of Article 4, in case the principal of
the outstanding Debentures shall not have become due and be unpaid, to the
payment of interest on the Debentures, including Additional Interest, if any, in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the rate borne by the Debentures,
such payments to be made ratably to the Persons entitled thereto;

     Third, subject to the provisions of Article 4, in case the principal of the
outstanding Debentures shall have become due, by declaration or otherwise, and
be unpaid to the payment of the whole amount including the payment of the
Repurchase Price, Fundamental Change Repurchase Price and the Principal Return,
then owing and unpaid upon the Debentures for principal and premium, if any, and
interest, including Additional Interest, if any, with interest on the overdue
principal and premium, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest at the rate
borne by the Debentures, and in case such monies shall be insufficient to pay in
full the whole amounts so due and unpaid upon the Debentures, then to the
payment of such principal and premium, if any, and interest without preference
or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Debenture over any other Debenture, ratably
to the aggregate of such principal and premium, if any, and accrued and unpaid
interest; and

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


                                       51

<PAGE>

     Section 7.04. Proceedings by Debentureholders. No holder of any Debenture
shall have any right by virtue of or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Debentures then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
indemnity it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for sixty (60) days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee by
the Debentureholders pursuant to Section 7.07; it being understood and intended,
and being expressly covenanted by the taker and holder of every Debenture with
every other taker and holder and the Trustee, that no one or more
Debentureholders shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Debentureholder, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Debentureholders (except as otherwise provided herein).
For the protection and enforcement of this Section 7.04, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Debenture, the right of any Debentureholder to receive payment of the
principal of and premium, if any (including the redemption price upon redemption
pursuant to Article 3), and accrued and unpaid interest and accrued and unpaid
Additional Interest, if any, on such Debenture, on or after the respective due
dates expressed in such Debenture or in the notice of redemption, or to
institute suit for the enforcement of any such payment on or after such
respective dates against the Company shall not be impaired or affected without
the consent of such Debentureholder.

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


                                       52

<PAGE>

     Section 7.05. Proceedings by Trustee. In case of an Event of Default the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

     Section 7.06. Remedies Cumulative and Continuing. Except as provided in
the last paragraph of Section 2.07, all powers and remedies given by this
Article 7 to the Trustee or to the Debentureholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of the Debentures to
exercise any right or power accruing upon any default or Event of Default shall
impair any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein; and, subject to the provisions of Section
7.04, every power and remedy given by this Article 7 or by law to the Trustee or
to the Debentureholders may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Debentureholders.

     Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority
of Debentureholders. The holders of a majority in aggregate principal amount of
the Debentures at the time outstanding determined in accordance with Section
9.04 shall have the right to direct the time, method, and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to Debentures; provided, however,
that (a) such direction shall not be in conflict with any rule of law or with
this Indenture, and (b) the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. The holders of a
majority in aggregate principal amount of the Debentures at the time outstanding
determined in accordance with Section 9.04 may on behalf of the holders of all
of the Debentures waive any past default or Event of Default hereunder and its
consequences except (i) a default in the payment of premium (including any
Repurchase Price, Fundamental Change Repurchase Price or Principal Return)
accrued and unpaid interest or accrued and unpaid Additional Interest, if any,
on, or the principal of, the Debentures when due which has not been cured
pursuant to the provisions of Section 7.01, (ii) a failure by the Company to
deliver Net Shares (or cash in lieu of fractional shares) upon conversion of the
Debentures (iii) a default in respect of a covenant or provisions hereof which
under Article 11 cannot be modified or amended without the consent of the
holders of all


                                       53

<PAGE>

Debentures then outstanding. Upon any such waiver the Company, the Trustee and
the holders of the Debentures shall be restored to their former positions and
rights hereunder; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by
this Section 7.07, said default or Event of Default shall for all purposes of
the Debentures and this Indenture be deemed to have been cured and to be not
continuing; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.

     Section 7.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after the occurrence of a default of which a Responsible Officer has actual
knowledge, mail to all Debentureholders as the names and addresses of such
holders appear upon the Debenture register, notice of all defaults known to a
Responsible Officer, unless such defaults shall have been cured or waived before
the giving of such notice; and provided that, except in the case of default in
the payment of the principal of (including the Principal Return), or premium, if
any, accrued and unpaid interest or accrued and unpaid Additional Interest, if
any, on any of the Debentures, including without limiting the generality of the
foregoing any default in the payment of any Repurchase Price or Fundamental
Change Repurchase Price, then in any such event the Trustee shall be protected
in withholding such notice if and so long as a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Debentureholders.

     Section 7.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Debenture by his acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided that the provisions of this Section 7.09 (to the
extent permitted by law) shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Debentureholder, or group of Debentureholders,
holding in the aggregate more than 10% in principal amount of the Debentures at
the time outstanding determined in accordance with Section 9.04, or to any suit
instituted by any Debentureholder for the enforcement of the payment of the
principal of or premium, if any, accrued and unpaid interest or accrued and
unpaid Additional Interest, if any, on any Debenture (including, but not limited
to, the Repurchase Price or Fundamental Change Repurchase Price with respect to
the Debentures being repurchased as provided in this Indenture) on or after the
due date


                                       54

<PAGE>

expressed in such Debenture or to any suit for the enforcement of the right to
convert any Debenture in accordance with the provisions of Article 15.

                                    ARTICLE 8
                             CONCERNING THE TRUSTEE

     Section 8.01. Duties and Responsibilities of Trustee. The Trustee, prior
to the occurrence of an Event of Default and after the curing or waiver of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived) the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

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

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

          (i) the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture and, after it has been
     qualified thereunder, the Trust Indenture Act, and the Trustee shall not be
     liable except for the performance of such duties and obligations as are
     specifically set forth in this Indenture and no implied covenants or
     obligations shall be read into this Indenture and the Trust Indenture Act
     against the Trustee; and

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

     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Officers of the Trustee, unless it shall be


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<PAGE>

established by a court of competent jurisdiction that the Trustee was negligent
in ascertaining the pertinent facts;

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
holders of not less than a majority in principal amount of the Debentures at the
time outstanding determined as provided in Section 9.04 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture;

     (d) whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section;

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

     (f) if any party fails to deliver a notice relating to an event the fact of
which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred, unless such Responsible Officer of
the Trustee had actual knowledge of such event;

     (g) in the absence of written investment direction from the Company, all
cash received by the Trustee shall be placed in a non-interest bearing trust
account. In no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon or for losses incurred as
a result of the liquidation of any such investments prior to its stated maturity
or the failure of the party directing such investments prior to its stated
maturity or the failure of the party directing such investment to provide timely
written investment direction, and the Trustee shall have no obligation to invest
or reinvest any amounts held hereunder in the absence of such written investment
direction from the Company; and

     (h) in the event that the Trustee is also acting as Custodian, Debenture
Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the
rights and protections afforded to the Trustee pursuant to this Article 8 shall
also be afforded to such Custodian, Debenture Registrar, Paying Agent,
Conversion Agent or transfer agent.


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<PAGE>

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

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

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

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

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

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

     (e) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of


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<PAGE>

this Indenture, the Trustee may require indemnity satisfactory to the Trustee
from the Debentureholders against such expenses or liability as a condition to
so proceeding; the reasonable expenses of every such examination shall be paid
by the Company or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Company upon demand; and

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

     In no event shall the Trustee be liable for any consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action other than through the Trustee's willful
misconduct or gross negligence. The Trustee shall not be charged with knowledge
of any default or Event of Default with respect to the Debentures, unless either
(1) a Responsible Officer shall have actual knowledge of such default or Event
of Default or (2) written notice of such default or Event of Default shall have
been given to the Trustee by the Company or by any holder of the Debentures; and
the permissive rights of the Trustee enumerated herein shall not be construed as
duties.

     Section 8.03. No Responsibility for Recitals, Etc. The recitals contained
herein and in the Debentures (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee shall not be accountable for the use or application by
the Company of any Debentures or the proceeds of any Debentures authenticated
and delivered by the Trustee in conformity with the provisions of this
Indenture.

     Section 8.04. Trustee, Paying Agents, Conversion Agents or Registrar May
Own Debentures. The Trustee, any Paying Agent, any Conversion Agent or Debenture
registrar, in its individual or any other capacity, may become the owner or
pledgee of Debentures with the same rights it would have if it were not Trustee,
Paying Agent, Conversion Agent or Debenture registrar.

     Section 8.05. Monies to Be Held in Trust. Subject to the provisions of
Section 4.02 and Section 13.04, all monies received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee


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<PAGE>

shall be under no liability for interest on any money received by it hereunder
except as may be agreed from time to time by the Company and the Trustee.

     Section 8.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
in any capacity (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) as mutually agreed to in
writing between the Trustee and the Company, and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or
bad faith. The Company also covenants to indemnify the Trustee in any capacity
under this Indenture and any other document or transaction entered into in
connection herewith and its agents and any authenticating agent for, and to hold
them harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee, its
officers, directors, agents or employees, or such agent or authenticating agent,
as the case may be, and arising out of or in connection with the acceptance or
administration of this trust or in any other capacity hereunder, including the
costs and expenses of defending themselves against any claim of liability in the
premises. The obligations of the Company under this Section 8.06 to compensate
or indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except, subject to the effect of Section 4.03 and Section 7.06, funds held in
trust herewith for the benefit of the holders of particular Debentures prior to
the date of the accrual of such unpaid compensation or indemnifiable claim. The
Trustee's right to receive payment of any amounts due under this Section 8.06
shall not be subordinate to any other liability or indebtedness of the Company
(even though the Debentures may be so subordinated). The obligation of the
Company under this Section 8.06 shall survive the satisfaction and discharge of
this Indenture and the earlier resignation or removal or the Trustee. The
Company shall defend the claim and the Trustee shall cooperate with the defense.
The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld. The indemnification provided in this
Section 8.06 shall extend to the officers, directors, agents and employees of
the Trustee.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.01(h) or
Section 7.01(i) occurs, the expenses and the compensation for the services are


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<PAGE>

intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws.

     Section 8.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, willful misconduct, recklessness
and bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officers' Certificate delivered to the Trustee, and such
Officers' Certificate, in the absence of negligence, willful misconduct,
recklessness and bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.

     Section 8.08. Conflicting Interests of Trustee. After qualification under
the Trust Indenture Act, if the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

     Section 8.09. Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. If such person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 8.10. Resignation or Removal of Trustee.

     (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company and by mailing notice thereof to the Debentureholders
at their addresses as they shall appear on the Debenture register. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment sixty (60) days after
the mailing of such notice of resignation to the Debentureholders, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a


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<PAGE>

successor trustee, or any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six months may, subject to the provisions
of Section 7.09, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

          (i) the Trustee shall fail to comply with Section 8.08 within a
     reasonable time after written request therefor by the Company or by any
     Debentureholder who has been a bona fide holder of a Debenture or
     Debentures for at least six (6) months, or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 8.09 and shall fail to resign after written request
     therefor by the Company or by any such Debentureholder, or

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

then, in any such case, the Company may by a Board Resolution remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 7.09, any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six (6) months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

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


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<PAGE>

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

     Section 8.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Debentures, to secure any amounts then due it pursuant to the
provisions of Section 8.06.

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

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, each of the Company and the successor trustee, at the written
direction and at the expense of the Company shall mail or cause to be mailed
notice of the succession of such trustee hereunder to the Debentureholders at
their addresses as they shall appear on the Debenture register. If the Company
fails to mail such notice within ten (10) days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be
mailed at the expense of the Company.

     Section 8.12. Succession by Merger, Etc. Any corporation or other entity
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or other
entity succeeding to all or substantially all of the corporate trust business of
the Trustee (including the administration of this Indenture), shall be the
successor to


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<PAGE>

the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that in the case
of any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee such corporation shall be qualified under the provisions
of Section 8.08 and eligible under the provisions of Section 8.09.

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

     Section 8.13. Limitation on Rights of Trustee as Creditor. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Debentures), after qualification under the Trust Indenture Act, the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of the claims against the Company (or any such other obligor).

     Section 8.14. Trustee's Application for Instructions from the Company. Any
application by the Trustee for written instructions from the Company (other than
with regard to any action proposed to be taken or omitted to be taken by the
Trustee that affects the rights of the holders of the Debentures under this
Indenture, including, without limitation, under Article IV hereof) may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under this Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective. The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three (3)
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date), unless, prior to taking any such action (or the effective date in
the case of any omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


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                                    ARTICLE 9
                         CONCERNING THE DEBENTUREHOLDERS

     Section 9.01. Action by Debentureholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action, the holders
of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Debentureholders in person or by agent or proxy appointed in writing, or (b) by
the record of the Debentureholders voting in favor thereof at any meeting of
Debentureholder duly called and held in accordance with the provisions of
Article 10, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Debentureholders. Whenever the Company or the
Trustee solicits the taking of any action by the holders of the Debentures, the
Company or the Trustee may fix, but shall not be required to, in advance of such
solicitation, a date as the record date for determining Debentureholders
entitled to take such action. The record date if one is selected shall be not
more than fifteen (15) days prior to the date of commencement of solicitation of
such action.

     Section 9.02. Proof of Execution by Debentureholders. Subject to the
provisions of Section 8.01, Section 8.02 and Section 10.05, proof of the
execution of any instrument by a Debentureholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The holding of Debentures shall be proved by the Debenture register
or by a certificate of the Debenture registrar. The record of any
Debentureholders' meeting shall be proved in the manner provided in Section
10.06.

     Section 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee,
any authenticating agent, any Paying Agent, any Conversion Agent and any
Debenture registrar may deem the person in whose name such Debenture shall be
registered upon the Debenture register to be, and may treat him as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by any
Person other than the Company or any Debenture registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, accrued
and unpaid interest and accrued and unpaid Additional Interest, if any, on such
Debenture, for conversion of such Debenture and for all other purposes; and
neither the Company nor the Trustee nor any Paying Agent nor any Conversion
Agent nor any Debenture registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,


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<PAGE>

effectual to satisfy and discharge the liability for monies payable upon any
such Debenture. Notwithstanding anything to the contrary in this Indenture or
the Debentures following an event which, after notice or passage of time or
both, would become a Default, any holder of a beneficial interest in a Global
Debenture may directly enforce against the Company, without the consent,
solicitation, proxy, authorization or any other action of the Depositary or any
other person, such holder's right to exchange such beneficial interest for a
Debenture in certificated form in accordance with the provisions of this
Indenture.

     Section 9.04. Company-Owned Debentures Disregarded. In determining whether
the holders of the requisite aggregate principal amount of Debentures have
concurred in any direction, consent, waiver or other action under this
Indenture, Debentures that are owned by the Company or any other obligor on the
Debentures or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on such Debentures shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
consent, waiver or other action only Debentures that a Responsible Officer knows
are so owned shall be so disregarded. Debentures so owned that have been pledged
in good faith may be regarded as outstanding for the purposes of this Section
9.04 if the pledgee shall establish to the satisfaction of the Trustee the
pledgee's right to vote such Debentures and that the pledgee is not the Company,
any other obligor on the Debentures or a person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Debentures, if any, known by the Company to be owned or held by or for the
account of any of the above described persons; and, subject to Section 8.01, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Debentures not
listed therein are outstanding for the purpose of any such determination.

     Section 9.05. Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action, any holder of a Debenture that is shown by the evidence to be
included in the Debentures the holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and
upon proof of holding as provided in Section 9.02, revoke such action so far as
concerns such Debenture. Except as aforesaid, any such action taken by the


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<PAGE>

holder of any Debenture shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debenture and of any Debentures
issued in exchange or substitution therefor, irrespective of whether any
notation in regard thereto is made upon such Debenture or any Debenture issued
in exchange or substitution therefor.

                                   ARTICLE 10
                           DEBENTUREHOLDERS' MEETINGS

     Section 10.01. Purpose of Meetings. A meeting of Debentureholders may be
called at any time and from time to time pursuant to the provisions of this
Article 10 for any of the following purposes:

     (a) to give any notice to the Company or to the Trustee or to give any
     directions to the Trustee permitted under this Indenture, or to consent to
     the waiving of any default or Event of Default hereunder and its
     consequences, or to take any other action authorized to be taken by
     Debentureholders pursuant to any of the provisions of Article 7;

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

     (c) to consent to the execution of an indenture or indentures supplemental
     hereto pursuant to the provisions of Section 11.02; or

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

     Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Debentureholders to take any action specified in Section
10.01, to be held at such time and at such place as the Trustee shall determine.
Notice of every meeting of the Debentureholders, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting and the establishment of any record date pursuant to Section 9.01,
shall be mailed to holders of such Debentures at their addresses as they shall
appear on the Debenture register. Such notice shall also be mailed to the
Company. Such notices shall be mailed not less than twenty (20) nor more than
ninety (90) days prior to the date fixed for the meeting.

     Any meeting of Debentureholders shall be valid without notice if the
holders of all Debentures then outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all Debentures


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outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

     Section 10.03. Call of Meetings by Company or Debentureholders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least 10% in aggregate principal amount of the Debentures then
outstanding, shall have requested the Trustee to call a meeting of
Debentureholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within twenty (20) days after receipt of such
request, then the Company or such Debentureholders may determine the time and
the place for such meeting and may call such meeting to take any action
authorized in Section 10.01, by mailing notice thereof as provided in Section
10.02.

     Section 10.04. Qualifications for Voting. To be entitled to vote at any
meeting of Debentureholders a person shall (a) be a holder of one or more
Debentures on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Debentures. The only persons who shall be entitled to be present or to speak at
any meeting of Debentureholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

     Section 10.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the holding
of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Debentureholders as provided in Section 10.03, in which case the
Company or the Debentureholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.

     Subject to the provisions of Section 9.04, at any meeting of
Debentureholders each Debentureholder or proxyholder shall be entitled to one
vote for each $1,000 principal amount of Debentures held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect


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of any Debenture challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Debentures held by him or instruments in writing
as aforesaid duly designating him as the proxy to vote on behalf of other
Debentureholders. Any meeting of Debentureholders duly called pursuant to the
provisions of Section 10.02 or Section 10.03 may be adjourned from time to time
by the holders of a majority of the aggregate principal amount of Debentures
represented at the meeting, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.

     Section 10.06. Voting. The vote upon any resolution submitted to any
meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the Debentureholders or of their representatives by
proxy and the principal amount of the Debentures held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Debentureholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 10.02. The record shall show the principal amount of the
Debentures voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

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

     Section 10.07. No Delay of Rights by Meeting. Nothing contained in this
Article 10 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Debentureholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Debentureholders under any of the provisions of this Indenture or of the
Debentures.


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<PAGE>

                                   ARTICLE 11
                             SUPPLEMENTAL INDENTURES

     Section 11.01. Supplemental Indentures Without Consent of Debentureholders.
The Company, when authorized by the resolutions of the Board of Directors, and
the Trustee, at the Company's expense, may from time to time and at any time
enter into an indenture or indentures supplemental hereto for one or more of the
following purposes:

     (a) to make provision with respect to the conversion rights of the
     Debentureholders pursuant to the requirements of Section 15.06;

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

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

     (d) to add to the covenants of the Company such further covenants,
     restrictions or conditions for the benefit of the Debentureholders, and to
     make the occurrence, or the occurrence and continuance, of a default in any
     such additional covenants, restrictions or conditions a default or an Event
     of Default permitting the enforcement of all or any of the several remedies
     provided in this Indenture as herein set forth; provided, however, that in
     respect of any such additional covenant, restriction or condition such
     supplemental indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that allowed in the
     case of other defaults) or may provide for an immediate enforcement upon
     such default or may limit the remedies available to the Trustee upon such
     default;

     (e) to increase, from time to time, the Conversion Rate in the manner
     described under and Section 15.04(h);

     (f) to add or modify any provision of this Indenture (not expressly
     addressed in this Section 11.01) which the Company and the Trustee may deem
     necessary or desirable and which will not adversely affect the interests of
     holders of the Debentures in any material respect;

     (g) to expressly provide for the combination of cash and shares of Common
     Stock to be delivered by a Financial Institution to a converting holder of
     the Debentures pursuant to Section 15.03;


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<PAGE>

     (h) to make provision with respect to the conversion rights of the
     Debentureholders following a Public Acquirer Change of Control in the event
     the Company makes the election set forth in Section 15.01(e);

     (i) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; provided that such modification or amendment does
     not, in the good faith opinion of the Company's Board of Directors and the
     Trustee, adversely affect the interests of the holders of Debentures in any
     material respect; provided further that any amendment made solely to
     conform the provisions of the Indenture to the description of the
     Debentures in the Offering Memorandum, dated August 4, 2005 relating there
     will not be deemed to adversely affect the interests of the holders of the
     Debentures;

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

     (k) to modify, eliminate or add to the provisions of this Indenture to such
     extent as shall be necessary to effect the qualifications of this Indenture
     under the Trust Indenture Act, or complying with the requirements of the
     Commissioner with respect thereto; or

     (l) to provide the holders of Debentures with additional rights to require
     the Company to purchase the Debentures on additional purchase dates;

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

     Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the provisions of Section 11.02.

     Notwithstanding any other provision of the Indenture or the Debentures, the
Registration Rights Agreement and the obligation to pay Additional Interest


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<PAGE>

thereunder may be amended, modified or waived solely in accordance with the
provisions of the Registration Rights Agreement.

     Section 11.02. Supplemental Indentures With Consent of Debentureholders.
With the consent (evidenced as provided in Article 9) of the holders of not less
than a majority in aggregate principal amount of the Debentures at the time
outstanding (determined in accordance with Article 9), the Company, when
authorized by the resolutions of the Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures, provided, however, that no such supplemental indenture shall:

     (a) change the maturity date of the principal of, or any date any
installment of interest or Additional Interest, if any, is due on, any
Debenture;

     (b) reduce the principal amount, premium, if any, or any amount payable on
repurchase, redemption or conversion of any Debenture;

     (c) reduce the interest rate or amount of interest, including Additional
Interest, if any, on any Debenture;

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

     (e) except as otherwise permitted or contemplated by provisions of the
Indenture, impair or adversely affect the conversion rights of holders of the
Debentures, including any change to the payment of the Principal Return or
delivery of the Net Shares;

     (f) materially adversely affect any repurchase option (including any
repurchase on any Repurchase Date or Fundamental Change Repurchase Date) in a
manner materially adverse to the holders of the Debentures;

     (g) modify the subordination provisions of the Indenture in a manner that
is materially adverse to the holder of the Debentures;

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

     (i) reduce the percentage in aggregate principal amount of Debentures
required for any waiver under the Indenture,


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<PAGE>

in each case without the consent or affirmative vote of holder of each
outstanding Debenture affected.

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

     It shall not be necessary for the consent of the Debentureholders under
this Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.03. Effect of Supplemental Indentures. Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 11, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Debentureholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 11.04. Notation on Debentures. Debentures authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 11 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debentures so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may,
at the Company's


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<PAGE>

expense, be prepared and executed by the Company, authenticated by the Trustee
(or an authenticating agent duly appointed by the Trustee pursuant to Section
17.11) and delivered in exchange for the Debentures then outstanding, upon
surrender of such Debentures then outstanding.

     Section 11.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished Trustee. In addition to the documents required by Section 17.05, upon
its request, the Trustee shall receive an Officers' Certificate and an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article 11.

                                   ARTICLE 12
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 12.01. Company May Consolidate, Etc. on Certain Terms.

     Subject to the provisions of Section 12.02, the Company shall not, without
the consent of holders of the Debentures, consolidate with, merge with or into
or sell, lease or otherwise transfer in one transaction or a series of related
transactions the consolidated assets of the Company and its subsidiaries
substantially as an entirety to any Person, unless:

     (a) the Company is the surviving Person or the Person formed by such
consolidation or into which the Company is merged or the Person that acquires by
conveyance or transfer, or that leases the assets and properties of the Company
substantially as an entirety shall be a corporation, limited liability company,
partnership or trust organized under the laws of the United States or any of its
political subdivisions organized under the laws of the United States or any of
its political subdivisions;

     (b) such Person or surviving entity assumes of the Company's obligations
under the Indenture and the Debentures in a supplemental indenture hereto in
form satisfactory to the Trustee, executed and delivered to the Trustee by such
Person;

     (c) if, as a result of such transactions, the Debentures become convertible
into common stock, securities or other property issued by any Person (other than
the Person assuming the obligations under the Indenture pursuant to clause (b)
above) pursuant to Section 15.06, such Person shall fully and unconditionally
guarantees all the obligations of the Company or such successor under the
Debentures and the Indenture;


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<PAGE>

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

     (e) an Officers' Certificate and an Opinion of Counsel, each stated that
the transaction or series of transactions comply with the provisions of the
Indenture, have been delivered to the Trustee.

     Section 12.02. Successor Corporation to be Substituted. In case of any such
consolidation, merger, sale, conveyance or lease and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and premium, if any, accrued and unpaid interest and accrued
and unpaid Additional Interest, if any, on all of the Debentures, the due and
punctual conversion of the Debentures and the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by the
Company, such successor Person shall succeed to and be substituted for the
Company and the Company shall be released from those obligations, with the same
effect as if it had been named herein as the party of the first part. Such
successor Person thereupon may cause to be signed, and may issue either in its
own name or in the name of LifePoint Hospitals, Inc. any or all of the
Debentures issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Debentures which
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Debentures which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Debentures so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debentures theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Debentures had been issued at the date of the execution hereof. In the
event of any such consolidation, merger, sale, conveyance or lease, the person
named as the "Company" in the first paragraph of this Indenture or any successor
which shall thereafter have become such in the manner prescribed in this Article
12 may be dissolved, wound up and liquidated at any time thereafter and such
person shall be released from its liabilities as obligor and maker of the
Debentures and from its obligations under this Indenture.

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


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<PAGE>

     Section 12.03. Opinion of Counsel to Be Given Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption complies with the provisions of this Article 12.

                                   ARTICLE 13
                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 13.01. Discharge of Indenture. When (a) the Company shall deliver
to the Trustee for cancellation all Debentures theretofore authenticated (other
than any Debentures that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Debentures shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Debentures not
theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, and the Company shall deposit with the Trustee, in
trust, funds sufficient to pay at maturity or at redemption all of the
Debentures (other than any Debentures that shall have been mutilated, destroyed,
lost or stolen and in lieu of or in substitution for which other Debentures
shall have been authenticated and delivered) not theretofore canceled or
delivered to the Trustee for cancellation, including principal and premium, if
any, and accrued and unpaid interest and accrued and unpaid Additional Interest,
if any, due or to become due to such date of maturity or Redemption Date, as the
case may be, accompanied by a verification report, as to the sufficiency of the
deposited amount, from an independent certified public accountant or other
financial professional, and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect except as to (i) the right to
receive payments of principal of and premium, if any, and accrued and unpaid
interest if any, and accrued and unpaid Additional Interest, if any, on, the
Debentures and the other rights, duties and obligations of Debentureholders, as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee, (ii) the rights, obligations and immunities of the Trustee hereunder
and (iii) the obligations of the Company under Section 8.06, and the Trustee, on
written demand of the Company accompanied by an Officers' Certificate and an
Opinion of Counsel as required by Section 17.05 and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Debentures.


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<PAGE>

     Section 13.02. Deposited Monies to Be Held in Trust by Trustee. Subject to
Section 13.04, all monies deposited with the Trustee pursuant to Section 13.01
shall be held in trust and applied by it to the payment, either directly or
through any Paying Agent (including the Company if acting as its own Paying
Agent), to the holders of the particular Debentures for the payment of which
such monies have been deposited with the Trustee, of all sums due and to become
due thereon for principal and premium and accrued and unpaid interest and
accrued and unpaid Additional Interest, if any.

     Section 13.03. Paying Agent to Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any Paying Agent of the
Debentures (other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be
released from all further liability with respect to such monies.

     Section 13.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or accrued and unpaid interest and accrued
and unpaid Additional Interest, if any, on Debentures (including any Principal
Return, Redemption Price, Repurchase Price or Fundamental Change Repurchase
Price) and not applied but remaining unclaimed by the Debentureholders for two
years after the date upon which the principal of, premium, if any, or accrued
and unpaid interest or accrued and unpaid Additional Interest, if any, on such
Debentures, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee on written request and all liability of the
Trustee shall thereupon cease with respect to such monies; and the holder of any
of the Debentures shall thereafter look only to the Company for any payment
which such holder may be entitled to collect unless an applicable abandoned
property law designates another person. The Trustee shall, promptly after such
payment of the principal of, premium, if any, or accrued and unpaid interest or
accrued and unpaid Additional Interest, if any, on Debentures (including any
Principal Return, Redemption Price, Repurchase Price or Fundamental Change
Repurchase Price), as described in this Section 13.04 and upon written request
of the Company, return to the Company any funds in excess of the amount required
for such payment.

     Section 13.05. Reinstatement. If (i) the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 13.02 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application and (ii) the holders of at least a
majority in principal amount of the then outstanding Debentures so request by
written notice to the Trustee, the Company's obligations under this Indenture
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.01 until such time as the Trustee or the Paying Agent is permitted to
apply all such money


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<PAGE>

in accordance with Section 13.02; provided, however, that if the Company makes
any payment of interest or Additional Interest on or principal of any Debenture
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Debentureholders to receive such payment from the money
held by the Trustee or Paying Agent.

                                   ARTICLE 14
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 14.01. Indenture and Debentures Solely Corporate Obligations. No
recourse for the payment of the principal of or premium, if any, or accrued and
unpaid interest and accrued and unpaid Additional Interest, if any, on any
Debenture, or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in this Indenture or in any supplemental indenture or in any Debenture, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
Subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Debentures.

                                   ARTICLE 15
                            CONVERSION OF DEBENTURES

     Section 15.01. Conversion Privilege.

     (a) Subject to the conditions described below, and upon compliance with the
provisions of this Article 15, a Debentureholder shall have the right, at such
holder's option, to convert all or any portion (if the portion to be converted
is $1,000 principal amount or an integral multiple thereof) of such Debenture at
any time prior to the close of business on the Business Day immediately
preceding to the maturity date into cash and fully paid shares of Common Stock,
if any, at a rate (the "CONVERSION RATE") of 16.3345 shares of Common Stock
(subject to adjustment as provided in this Indenture) per $1,000 principal
amount Debenture (the "CONVERSION OBLIGATION") under the circumstances and
during the periods set forth below.

          (i) The Debentures shall be convertible during any fiscal quarter of
     the Company (a "FISCAL QUARTER")(and only during such Fiscal


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<PAGE>

     Quarter) after the quarter ending September 30, 2005, if the Closing Sale
     Price of the Common Stock for each of at least 20 Trading Days in the 30
     consecutive Trading Day period ending on the last Trading Day of the
     immediately preceding Fiscal Quarter was greater than or equal to 130% of
     the Conversion Price in effect on such 30th Trading Day.

          (ii) The Debentures shall be convertible during the five Business Day
     period immediately after any five consecutive Trading Day period (the
     "MEASUREMENT PERIOD") in which the Trading Price per $1,000 principal
     amount of Debentures for each day of such Measurement Period was less than
     96% of the product of the Closing Sale Price on such date and the
     Conversion Rate on such date, all as determined by the Trustee, as provided
     below. The Trustee shall have no obligation to determine the Trading Price
     of the Debentures unless requested by the Company to do so in writing, and
     the Company shall have no obligation to make such request unless a
     Debentureholder provides the Company with reasonable evidence that the
     Trading Price of the Debentures would be less than 96% of the product of
     (a) the then-applicable Conversion Rate of the Debentures and (b) the
     Closing Sale Price at such time, at which time the Company shall instruct
     the Trustee to determine the Trading Price of the Debentures beginning on
     the next Trading Day and on each successive Trading Day until the Trading
     Price per Debenture is greater than or equal to 96% of the product of (a)
     the then-applicable Conversion Rate of the Debentures and (b) the Closing
     Sale Price on such date.

          (iii) The Debentures shall be convertible at any time prior to the
     close of business on the Business Day immediately preceding any Redemption
     Date, if the Debentures have been called for redemption pursuant to Article
     3 hereof.

          (iv) The Debentures shall be convertible as provided in Section
     15.01(b), Section 15.01(c), and Section 15.01(d).

     Notwithstanding the conversion privilege set forth in this Section 15.01,
even if the Debentures are otherwise convertible as set forth in Section
15.01(a), 15.01(b), Section 15.01(c) or Section 15.01(d), the Debentures shall
not be convertible (and no Event of Default shall arise from a failure to
deliver the Principal Return or Net Shares as required under Section 15.02 in
connection with any such Debenture tendered for conversion) if, at the time a
holder of Debentures surrenders such Debentures for conversion in accordance
with Section 15.02 and in connection with a conversion privilege set forth in
Section 15.01(a), 15.01(b), Section 15.01(c) or Section 15.01(d), there exists a
default or event of default under the Credit Agreement, or a default or event of
default under the Credit Agreement would result from such conversion (a "CREDIT
AGREEMENT EVENT").


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<PAGE>

In the case of a Credit Agreement Event with respect to any such Debentures
tendered for conversion, the Company shall seek the consent of the lenders under
the Credit Agreement to allow such conversion, or the Company shall attempt to
refinance such Credit Agreement, in each case only on terms acceptable to the
Company in its commercially reasonable discretion, unless the Company has
previously designated a Financial Institution to exchange such Debentures
pursuant to Section 15.03 and such Financial Institution has accepted such
Debentures for exchange. If, the Company shall not have obtained the required
consent to allow conversion of the Debentures or shall not have refinanced the
Credit Agreement, in each case to allow conversion of such Debentures under the
Credit Agreement, the Company shall (i) promptly inform such converting holder,
the Trustee and the Conversion Agent, whereupon such holder shall have the
option to revoke its Notice of Conversion and (ii) if such converting holder
does not revoke its Notice of Conversion, designate a Financial Institution to
exchange the Debentures pursuant to Section 15.03 to the extent the Company has
not already done so. Any Debentures not accepted by such Financial Institution
shall be returned to the Holder and the related Notice of Conversion shall be
deemed to be revoked to the extent of such returned Debentures. Any such
returned Debentures to the Holder that are not convertible pursuant to this
Section 15.01(a), but have otherwise met the conditions to conversions as set
forth in clauses (i) through (iv) above may be again tendered for conversion,
subject to clauses (i) through (iv) above, so long as no Credit Agreement Event
is continuing at such time.

     (b) In the event that the Company elects to:

          (i) distribute to all holders of Common Stock rights entitling them to
     purchase, for a period expiring within 60 days after the record date for
     such distribution, Common Stock at a price less than the Closing Sale Price
     of the Common Stock for the Trading Day immediately preceding the
     announcement of such distribution; or

          (ii) distribute to all holders of Common Stock, assets or debt
     securities of the Company or rights to purchase the Company's securities,
     which distribution has a per share value (as determined by the Board of
     Directors) exceeding 5% of the Closing Sale Price of the Common Stock on
     the Trading Day immediately preceding the date of declaration of such
     distribution,

then, in each case, the Debentures may be surrendered for conversion at any time
on and after the date that the Company gives notice to the holders of such
right, which shall be not less than 20 days prior to the Ex-Dividend Date for
such distribution, until the earlier of the close of business on the Business
Day immediately preceding the Ex-Dividend Date or the date the Company announces


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that such distribution will not take place. Notwithstanding the foregoing, the
Debentures will not be convertible pursuant to clauses (i) or (ii) above if the
Company provides that Debentureholders shall participate in such distribution
without conversion.

     (c) In the event that the Company is a party to a transaction or event
(including, without limitation, any consolidation, merger or binding share
exchange) pursuant to which all shares of the Common Stock would be converted
into or exchanged for cash, securities or other property, a Debentureholder may
surrender Debentures for conversion at any time from and after the date that is
20 days prior to the anticipated effective date of the transaction until 20 days
after the actual effective date of such transaction (or, if such transaction or
event also constitutes a Fundamental Change, until the Fundamental Change
Repurchase Date), unless such transaction occurs prior to February 20, 2013 and
also constitutes a Make-Whole Change of Control (in which case the Debentures
will instead be convertible in accordance with Section 15.01(d) below). The
Company shall notify Debentureholders and the Trustee (whether or not such
transaction also constitutes a Make-Whole Change of Control) at the same time
the Company publicly announces such transaction (but in no event less than 20
days prior to the effective date of such transaction). Following the effective
date of such transaction, the right to convert the Debentures at the Conversion
Rate, and the settlement thereof, shall be modified as set forth under Section
15.06.

     (d)  (i) In the event that a Make-Whole Change of Control occurs on or
     prior to February 20, 2013, a Debentureholder may surrender Debentures for
     conversion at any time from and after the date that is 20 days before the
     anticipated effective date of such Make-Whole Change of Control until the
     Fundamental Change Repurchase Date. The Company shall give notice to all
     record Debentureholders and the Trustee at least 25 days prior to the
     anticipated effective date of the Make-Whole Change of Control. Such notice
     will also specify whether the Company made the election specified in clause
     (iii) below.

          (ii) If a Debentureholder elects to convert Debentures in connection
     with a Make-Whole Change of Control pursuant to this subsection at any time
     from and after the date that is 20 days prior to the anticipated effective
     date of the transaction until 20 days after the actual effective date of
     such Make-Whole Change of Control (the "EFFECTIVE DATE"), the Conversion
     Rate applicable to each, $1,000 principal amount of converted Debentures
     shall be increased by an additional number of shares of Common Stock (the
     "ADDITIONAL SHARES") as described below.

     The number of Additional Shares to be added to each $1,000 principal amount
of Debentures converted shall be determined by reference to the table


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attached as Schedule A hereto, based on the related Conversion Date of such
Debentures of and the Applicable Price; provided that if the actual Applicable
Price is between two Applicable Price amounts in the table or the Conversion
Date is between two Conversion Dates in the table, the number of Additional
Shares shall be determined by a straight-line interpolation between the number
of Additional Shares set forth for the next higher and next lower Stock Price
amounts and the two nearest Conversion Dates, as applicable, based on a 365-day
year; provided further that if the Applicable Price is equal to or above $200
per share of Common Stock (subject to adjustment in the same manner as set forth
in Section 15.04), no Additional Shares will be added to the Conversion Rate;
and provided that if the Stock Price is equal to or below $45.35 per share
(subject to adjustment in the same manner as set forth in Section 15.04), no
Additional Shares will be added to the Conversion Rate. In no event will
Additional Shares be added to the Conversion Rate to cause the Conversion Rate
to exceed 22.050 per $1,000 principal amount of Debentures (subject to
adjustment in the same manner as set forth in Section 15.04).

     The Applicable Prices set forth in the first row of the table in Schedule A
hereto shall be adjusted as of any date on which the Conversion Rate of the
Debentures is adjusted. The adjusted Applicable Prices shall equal the
Applicable Prices in effect immediately prior to such adjustment, multiplied by
a fraction, the numerator of which is the Conversion Rate in effect immediately
prior to the adjustment giving rise to the Applicable Price adjustment and the
denominator of which is the Conversion Rate as so adjusted. The number of
Additional Shares within the table shall be adjusted in the same manner as the
Conversion Rate as set forth in Section 15.04 (other than by operation of an
adjustment to the Conversion Rate by adding Additional Shares).

     Settlement of Debentures tendered for conversion in connection with a
Make-Whole Change of Control as provided in this subsection, shall be as
follows:

          (i) if the last day of the Applicable Conversion Period related to
     such Debentures (determined as set forth under Section 15.02(b)) is on or
     prior to the fourth Trading Day immediately preceding the Effective Date,
     the Company shall pay the Principal Return in cash (together with cash in
     lieu of fractional shares) and deliver the Net Shares, if any, all
     determined in accordance with Section 15.02(b) below, on the third Business
     Day immediately following the determination of the Average Price; provided
     that the related Conversion Value in calculating such Principal Return and
     Net Shares shall not include any Additional Shares be added to the
     Conversion Rate as set forth in this subsection. As soon as practicable
     following the Effective Date, the Company shall calculate the Conversion
     Value for such Debentures (based upon the same Conversion


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     Period and the same Average Price) as if the Conversion Rate had been
     increased by the number of Additional Shares to be added to the Conversion
     Rate pursuant to this subsection. If such increased Conversion Value
     results in an increase to the Principal Return (determined in accordance
     with Section 15.02(b) below, but based on such increased Conversion Value)
     as compared to the Principal Return calculated without such Additional
     Shares, the Company shall pay, promptly following the Effective Date, such
     increase to the Principal Return in cash. In addition, if such increased
     Conversion Value results in an increase to the number of Net Shares
     (determined in accordance with Section 15.02(b), but based on such
     increased Conversion Value) as compared to the number of Net Shares
     calculated without such Additional Shares, the Company shall deliver,
     promptly following the Effective Date, such increase to the number of Net
     Shares (and pay, in lieu of any fractional shares, cash based on the
     Average Price). Any such Net Shares delivered following the Effective Date
     shall be subject to Section 15.06. In no event shall the Company pay such
     increase to the Principal Return, or deliver such increase to the number of
     Net Shares, if the Make-Whole Change of Control never becomes effective.

          (ii) if the last day of the Applicable Conversion Period related to
     such Debentures (determined as set forth under Section 15.02(b), without,
     for the avoidance of doubt, giving effect to the proviso to this sentence)
     is after the fourth Trading Day immediately preceding the Effective Date,
     the Company shall pay the Principal Return in cash (together with cash in
     lieu of fractional shares) and deliver the Net Shares, if any, all in
     accordance with Section 15.02(b) below (such determination, for the
     avoidance of doubt to include the number of Additional Shares to be added
     to the Conversion Rate as set forth in this subsection), on the later to
     occur of (a) the Effective Date and (b) the third Business Day immediately
     following the Conversion Date relating to such Debentures; provided that
     for purposes of determining the Conversion Value, the Principal Return and
     the number of Net Shares, the Applicable Conversion Period shall be deemed
     to be the ten Trading Days ending on the fourth Trading Day immediately
     preceding the Effective Date. Any such Net Shares delivered following the
     Effective Date shall be subject to Section 15.06.

     (e) Notwithstanding the foregoing, and in lieu of increasing the Conversion
Rate as set forth in Section 15.01(d) by a number of Additional Shares, in the
case of a Public Acquirer Change of Control, the Company may elect that, from
and after the Effective Date of such Public Acquirer Change of Control, the
right to convert a Debenture will be changed into a right to convert a Debenture
into cash and, if applicable, a number of shares of Acquirer Common


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Stock as specified below. The Conversion Rate on and following the Effective
Date of such Public Acquirer Change of Control shall be a number of shares of
Acquirer Common Stock equal to the product of:

          (i) the Conversion Rate in effect immediately prior to the Effective
     Date of such Public Acquirer Change of Control, and

          (ii) the average of the quotients obtained, for each Trading Day in
     the 10 consecutive Trading Day period commencing on the Trading Day
     immediately after the Effective Date of such Public Acquirer Change of
     Control (the "VALUATION PERIOD"), by dividing:

               (A) the Acquisition Value of Common Stock on each such Trading
          Day in the Valuation Period, by

               (B) the Closing Sale Price of the Acquirer Common Stock on each
          such Trading Day in the Valuation Period.

     Section 15.02. Conversion Procedure.

     (a) Upon conversion of any Debenture, subject to this Section 15.02 and
Section 15.01 and Section 15.06, the Company shall satisfy the Conversion
Obligation with respect to each $1,000 principal amount of Debentures by payment
and delivery of cash and, if applicable, shares of Common Stock as follows:

          (i) The Company shall pay an amount in cash (the "PRINCIPAL RETURN")
     equal to the lesser of (A) the Conversion Value of the Debentures to be
     converted and (B) the aggregate principal amount of the Debentures to be
     converted;

          (ii) If the Conversion Value of the Debentures to be converted is
     greater than the principal amount, the Company shall deliver an amount in
     whole shares of Common Stock (the "NET SHARES") equal to the sum of the
     Daily Share Amounts for each Trading Day during the Applicable Conversion
     Period for such Debentures; and

          (iii) The Company shall pay an amount in cash, in lieu of any
     fractional shares of Common Stock as set forth below.

     The "DAILY SHARE AMOUNT," for each $1,000 principal amount of Debentures
and each Trading Day in the Applicable Conversion Period for such Debentures,
means the greater of (i) zero and (ii) a number of shares of Common Stock equal
to the quotient obtained by dividing (1) the difference between (a) the product
of the Closing Sale Price of the Common Stock on such Trading Day and


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the Conversion Rate in effect on such Trading Day (including, subject to
15.01(d), any Additional Shares added to such Conversion Rate) and (b) $1,000,
by (2) the product of 10 and the Closing Sale Price of the Common Stock on such
Trading Day.

     The Conversion Value, Principal Return and number of Net Shares shall be
determined by the Company promptly following the last day of the Applicable
Conversion Period.

     (b) Before any holder of a Debenture shall be entitled to convert the same
as set forth above, such holder shall (1) in the case of a Global Debenture,
comply with the procedures of the Depositary in effect at that time and furnish
appropriate endorsement and transfer documents, and (2) in the case of a
Debenture issued in certificated form, surrender such Debentures, duly endorsed
to the Company or in blank (and accompanied by appropriate endorsement and
transfer documents), at the office of the Conversion Agent, and give irrevocable
written notice (subject to revocation of such notice as set forth in Section
15.01(a)) to the Conversion Agent in the form on the reverse of such
certificated Debenture (or a facsimile thereof) (a "NOTICE OF CONVERSION") at
said office or place that such holder elects to convert the same and shall state
in writing therein the principal amount of Debentures to be converted and the
name or names (with addresses) in which such holder wishes the certificate or
certificates for the Net Shares, if any, included upon settlement the Conversion
Obligation, if any, to be registered. No Notice of Conversion with respect to
any Debentures may be tendered by a holder thereof if such holder has also
tendered a Repurchase Notice or Fundamental Change Repurchase Notice and not
validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice
in accordance with Section 16.03.

     If more than one Debenture shall be surrendered for conversion at one time
by the same holder, the Conversion Obligation with respect to such Debentures,
if any, that shall be payable upon conversion shall be computed on the basis of
the aggregate principal amount of the Debentures (or specified portions thereof
to the extent permitted thereby) so surrendered.

     (c) A Debenture shall be deemed to have been converted immediately prior to
the close of business on the date (the "CONVERSION DATE") that the holder has
complied with the requirements set forth in clause (b). Except as provided in
Section 15.01(d), payment of the cash and Net Shares, if any, in satisfaction of
the Conversion Obligation shall be made by the Company in no event later than
the third Business Day following the last day of the Applicable Conversion
Period (the "CONVERSION SETTLEMENT DATE") by paying in cash the Principal Return
(together with any cash in lieu of fractional shares) to the holder of a
Debenture surrendered for conversion, or such holder's nominee or nominees, and
issue, or


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cause to be issued, and deliver to the Conversion Agent or to such holder, or
such holder's nominee or nominees, certificates or a book-entry transfer through
the Depositary for the number of full shares of Common Stock equal to the Net
Shares, if any, to which such holder shall be entitled as part of such
Conversion Obligation.

     (d) In case any Debenture shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to or upon
the written order of the holder of the Debenture so surrendered, without charge
to such holder, a new Debenture or Debentures in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Debentures.

     (e) If a holder submits a Debenture for conversion, the Company shall pay
all stamp and other duties, if any, which may be imposed by the United States or
any political subdivision thereof or taxing authority thereof or therein with
respect to the issuance of shares of Common Stock, if any, upon the conversion.
However, the holder shall pay any such tax which is due because the holder
requests any Net Shares to be issued in a name other than the holder's name. The
Trustee may refuse to deliver the certificates representing the shares of Common
Stock being issued in a name other than the holder's name until the Trustee
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

     (f) Except as provided in Section 15.04, no adjustment shall be made for
dividends on any shares issued upon the conversion of any Debenture as provided
in this Article.

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

     (h) (i) Debentureholders at the close of business on a record date will
receive payment of interest payable on the corresponding Interest Payment Date
notwithstanding the conversion of such Debentures at any time after the close of
business on such record date. Debentures surrendered for conversion during the
period from the close of business on any record date to the opening of business
on the corresponding Interest Payment Date must be accompanied by payment of an
amount equal to the interest that the holder is to receive on the Debentures;
provided, however, that no such payment need be made (1) if the Company has
specified a Redemption Date that is after a record date but on or prior to the
next


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Interest Payment Date, (2) if the Company has specified a Repurchase Date
following a Fundamental Change that is after a record date but on or prior to
the next succeeding Interest Payment Date or (3) to the extent of any overdue
interest, Additional Interest, if any, at the time of conversion with respect to
such Debenture. Except as described above, no payment or adjustment will be made
for accrued interest on converted Debentures.

          (ii) The Person in whose name the certificate for such shares of
     Common Stock is registered shall be treated as a stockholder of record on
     and after the Conversion Date; provided, however, that no surrender of
     Debentures on any date when the stock transfer books of the Company shall
     be closed shall be effective to constitute the Person or Persons entitled
     to receive the shares of Common Stock upon such conversion as the record
     holder or holders of such shares of Common Stock on such date, but such
     surrender shall be effective to constitute the Person or Persons entitled
     to receive such shares of Common Stock as the record holder or holders
     thereof for all purposes at the close of business on the next succeeding
     day on which such stock transfer books are open; such conversion shall be
     at the Conversion Rate in effect on the date that such Debentures shall
     have been surrendered for conversion, as if the stock transfer books of the
     Company had not been closed. Upon conversion of Debentures, such Person
     shall no longer be a Debentureholder.

     Section 15.03. Exchange In Lieu Of Conversion.

     (a) When a Debentureholder surrenders Debentures for conversion, the
Company may direct the Conversion Agent to surrender, on or prior to the date
the Average Price is determined for such Debentures as set forth under Section
15.02, such Debentures to a financial institution designated by the Company (a
"FINANCIAL INSTITUTION") for exchange in lieu of conversion; provided that if,
on the date such Debentures are surrendered for conversion, the Debentures are
not convertible pursuant to Section 15.01(a) as a result of a Credit Agreement
Event, the Company shall so direct the Conversion Agent to surrender such
Debentures (to the extent it has not already done so) for exchange in lieu of
conversion pursuant to this Section 15.03(a). The Company must notify such
Financial Institution of the Applicable Conversion Period for such Debentures.

     (b) In order to accept any such Debentures, the Financial Institution must
agree to deliver, in exchange for such Debentures, a number of shares of Common
Stock equal to the Conversion Rate in effect at such time, or at its option,
cash or any combination of cash and shares of Common Stock in lieu thereof,
calculated based on the related Average Price as set forth in Section 15.02(a),
plus cash for any fractional shares and any increase to the Conversion Value as
a result of the Additional Shares to be added to the Conversion Rate, as


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set forth in Section 15.01(d), that the Company would have been required to pay
pursuant to Section 15.01 if it had converted such Debentures.

     (c) If the Financial Institution accepts any such Debentures, it will, no
later than the third Business Day following the last day of the Applicable
Conversion Period for such Debentures, deliver the appropriate number of shares
of Common Stock (and cash, if any), or cash in lieu thereof, to the Conversion
Agent and the Conversion Agent will deliver those shares or cash to the
Debentureholder. Such Financial Institution will also deliver cash or additional
Net Shares that the Company would have been required to pay such Holder pursuant
to Section 15.01(d) if it had converted its Debentures. Any Debentures exchanged
by the designated institution will remain outstanding.

     (d) If the designated institution agrees to accept any Debentures for
exchange but does not timely deliver the related consideration, or the Financial
Institution declines to accept such Debentures, the Company will, as promptly as
practical thereafter, but not later than the third Business Day following the
determination of the Average Price, convert the Debentures and deliver cash and
shares of Common Stock if any, as set forth in Section 15.02, subject to the
ability of the Company to return such Debentures to the Debentureholders as a
result of a Credit Agreement Event that has occurred and is continuing as set
forth in Section 15.01(a).

     (e) In no event will the Company's designation of a Financial Institution
pursuant to this Section 15.03 require such Financial Institution to accept any
Debentures for exchange. The Company shall not be obligated to pay any
consideration to, or otherwise enter into any arrangement with a Financial
Institution for or with respect to a designation or exchange pursuant to this
Section 15.03.

     Section 15.04. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted from time to time by the Company as follows:

     (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, or shall effect a subdivision into a greater number of shares of Common
Stock or combination into a lesser number of shares of Common Stock, the
Conversion Rate shall be Adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect at the close of business
on the Record Date for such dividend or other distribution or subdivision or
combination by a fraction,

          (i) the numerator of which shall be the sum of the number of shares of
     Common Stock outstanding at the close of business on the


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     Record Date plus the total number of shares of Common Stock constituting
     such dividend or other distribution; and

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

such increase to become effective immediately after the opening of business on
the Record Date for such determination.

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

          (i) the numerator of which shall be the number of shares of Common
     Stock outstanding at the close of business on the Record Date for such
     distribution plus the total number of additional shares of Common Stock
     offered for subscription or purchase or issuable pursuant to such rights or
     warrants, and

          (ii) the denominator of which shall be the number of shares of Common
     Stock outstanding at the close of business on the Record date for such
     distribution plus the quotient obtained by dividing (x) the aggregate price
     payable to exercise such rights, by (y) the average of the Closing Sale
     Prices of the Common Stock for the 10 consecutive Trading Days immediately
     preceding the announcement date for such distribution.

Such adjustment shall be successively made whenever any such rights or warrants
are issued, and shall become effective immediately after the opening of business
on the day following the Record Date for such distribution. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such Record Date for such distribution had not
been fixed.


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     (c) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of Capital Stock of the Company
(other than Common Stock as covered by Section 15.04(a)) or evidences of its
indebtedness, cash or other assets (including securities, but excluding
dividends and distributions covered by Section 15.04(b), Section 15.04(d) or
Section 15.04(e)) (any of such shares of Capital Stock, indebtedness, cash or
other property hereinafter in this Section 15.04(c)) called the "DISTRIBUTED
PROPERTY")), then, in each such case the Conversion Rate shall be increased so
that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect on the Record Date with respect to such distribution
by a fraction,

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

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

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that if the then Fair Market
Value (as so determined) of the portion of the Distributed Property so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive, for each $1,000 principal amount of Debentures upon
conversion, the amount of Distributed Property such holder would have received
had such holder owned an amount of shares of Common Stock equal to the
Conversion Rate on the Record Date. If such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared. If the Board of Directors determines the Fair Market Value of any
distribution for purposes of this Section 15.04(c) by reference to the actual or
when issued trading market for any securities, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price on the applicable Record Date.

     Notwithstanding the foregoing, if the Distributed Property distributed by
the Company to all holders of its Common Stock consist of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
that are, or, when issued, will be, traded on a U.S. securities exchange or
quoted on the Nasdaq National Market or the Nasdaq Small Cap Market, the
Conversion


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Rate shall be increased so that the same shall be equal to the rate determined
by multiplying the Conversion Rate in effect on the Record Date with respect to
such distribution by a fraction,

          (i) the numerator of which shall be the sum of (A) the average of the
     Closing Sale Prices of the Capital Stock or equity interest applicable to
     one share of Common Stock for the 10 consecutive Trading Days commencing on
     and including the third Trading Day after the Ex-Dividend Date plus (B) the
     average of the Closing Sale Prices of the Common Stock for the 10
     consecutive Trading Days commencing on and including the third Trading Day
     after the Ex-Dividend Date; and

          (ii) the denominator of which shall be the average of the Closing Sale
     Prices of the Common Stock for the 10 consecutive Trading Days commencing
     on and including the third Trading Day after the Ex-Dividend Date,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date.

     Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 15.04 (and no adjustment to the Conversion Rate under
this Section 15.04 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 15.04(c). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 15.04 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or


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repurchased without exercise by any holders thereof, the Conversion Rate shall
be readjusted upon such final redemption or repurchase to give effect to such
distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

     For purposes of this Section 15.04(c), Section 15.04(a), and Section
15.04(b), any dividend or distribution to which this Section 15.04(c) is
applicable that also includes shares of Common Stock, or rights or warrants to
subscribe for or purchase shares of Common Stock to which Section 15.04(b)
applies (or both), shall be deemed instead to be (1) a dividend or distribution
of the evidences of indebtedness, assets or shares of capital stock other than
such shares of Common Stock or rights or warrants to which Section 15.04(b)
applies (and any Conversion Rate adjustment required by this Section 15.04(c)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Rate adjustment required by
Section 15.04(a) and Section 15.04(b) with respect to such dividend or
distribution shall then be made), except (A) the Record Date of such dividend or
distribution shall be substituted as "the Record Date", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Section 15.04(a)
and Section 15.04(b) and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
15.04(a).

     (d) In case the Company shall, by dividend or otherwise, distribute
exclusively cash to all holders of its Common Stock then the Conversion Rate
shall be adjusted by multiplying the Conversion Rate in effect immediately prior
to the close of business on the Record Date for such dividend or distribution by
a fraction,

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

          (ii) the denominator of which shall be the Current Market Price on
     such record date minus the amount of cash so distributed applicable to one
     share of Common Stock,


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<PAGE>

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; provided that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive upon conversion of a Debenture (or any portion
thereof) the amount of cash such holder would have received had such holder
owned a number of shares equal to the Conversion Rate on the Record Date. If
such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.

     For the avoidance of doubt, for purposes of this Section 15.04(d), in the
event of any reclassification of the Common Stock, as a result of which the
Debentures become convertible into more than one class of Common Stock, if an
adjustment to the Conversion Rate is required pursuant to this Section 15.04(e),
references in this Section to one share of Common Stock or to the Current Market
Price or Closing Sale Price of one share of Common Stock shall be deemed to
refer to a unit or to the price of a unit consisting of the number of shares of
each class of Common Stock into which the Debentures are then convertible equal
to the numbers of shares of such class issued in respect of one share of Common
Stock in such reclassification. The above provisions of this paragraph shall
similarly apply to successive reclassifications.

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

          (i) the numerator of which shall be the sum of (x) the Fair Market
     Value (determined as aforesaid) of the aggregate consideration payable to
     stockholders based on the acceptance (up to any maximum specified in the
     terms of the tender or exchange offer) of all shares validly tendered or
     exchanged and not withdrawn as of the Expiration Time (the shares deemed so
     accepted up to any such maximum, being referred to as the "PURCHASED
     SHARES") and (y) the product of the number of shares of


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     Common Stock outstanding (less any Purchased Shares) at the Expiration Time
     and the Current Market Price of a share of Common Stock on the Trading Day
     next preceding the Expiration Time, and

          (ii) the denominator of which shall be the number of shares of Common
     Stock outstanding (including any Purchased Shares) at the Expiration Time
     multiplied by the Current Market Price of a share of Common Stock on the
     Trading Day next preceding the Expiration Time,

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

     (f) For purposes of this Section 15.04 the term "RECORD DATE" shall mean,
with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock have the right to receive any cash, securities
or other property or in which the Common Stock (or other applicable security) is
exchanged for or converted into any combination of cash, securities or other
property, the date fixed for determination of stockholders entitled to receive
such cash, securities or other property (whether such date is fixed by the Board
of Directors or by statute, contract or otherwise).

     (g) Notwithstanding the above, in no case will the Company adjust the
Conversion Rate pursuant to clauses (a), (b), (c), (d), (e) or (f) of this
Section 15.04 to an amount that exceeds 22.0507 shares per $1,000 principal
amount of the Debentures. The Company will adjust this maximum conversion rate
in the same manner in which it must adjust the conversion rate pursuant to
Section 15.06.

     (h) In addition to those required by clauses (a), (b), (c), (d), (e) or (f)
of this Section 15.04, and to the extent permitted by applicable law or
applicable rules of the Nasdaq National Market, the Company from time to time
may increase the Conversion Rate by any amount the Board of Directors deems
advisable including such increases that would avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes or would otherwise be in the best
interests of the Company, which determination shall be conclusive. Whenever the
Conversion Rate is increased pursuant to the preceding sentence, the Company
shall mail to the holder of each Debenture at his last address appearing on the


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Debenture register provided for in Section 2.06 a notice of the increase at
least fifteen days prior to the date the increased Conversion Rate takes effect,
and such notice shall state the increased Conversion Rate and the period during
which it will be in effect.

     (i) All calculations and other determinations under this Article 15 shall
be made by the Company and shall be made to the nearest cent or to the nearest
one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment
shall be made for the Company's issuance of Common Stock or convertible or
exchangeable securities or rights to purchase Common Stock or convertible or
exchangeable securities, other than as provided in this Section 15.04. No
adjustment shall be made to the Conversion Rate unless such adjustment would
require a change of at least 1% in the Conversion Rate then in effect at such
time. Any adjustment that would otherwise be required to be made shall be
carried forward and taken into account in ay subsequent adjustment; provided
that, notwithstanding the foregoing, all such carried forward adjustments shall
be made at the time the Company shall make a notice of redemption or notify
holders of Debentures of a transaction entitling such holders to convert their
Debentures pursuant to Section 15.01 and thereafter any Conversion Rate
adjustment shall be made without regard to the 1% threshold described in the
preceding sentence.

     (j) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume without
inquiry that the last Conversion Rate of which it has knowledge is still in
effect. Promptly after delivery of such certificate, the Company shall prepare a
notice of such adjustment of the Conversion Rate setting forth the adjusted
Conversion Rate and the date on which each adjustment becomes effective and
shall mail such notice of such adjustment of the Conversion Rate to the holder
of each Debenture at his last address appearing on the Debenture register
provided for in Section 2.06 of this Indenture, within twenty (20) days of the
effective date of such adjustment. Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.

     (k) In any case in which this Section 15.04 provides that an adjustment
shall become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 15.04(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 15.04(b), or (4) the Expiration Time, as the case
may be, for any tender or


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exchange offer pursuant to Section 15.04(e) or Section 15.04, (each an
"ADJUSTMENT DETERMINATION DATE"), the Company may elect to defer until the
occurrence of the applicable Adjustment Event (as hereinafter defined) (x)
issuing to the holder of any Debenture converted after such Adjustment
Determination Date and before the occurrence of such Adjustment Event, the
additional shares of Common Stock or other securities issuable upon such
conversion by reason of the adjustment required by such Adjustment Event over
and above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 15.04. For purposes of this Section 15.04(k), the
term "Adjustment Event" shall mean:

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

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

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

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

     (l) For purposes of this Section 15.04, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

     Section 15.05. Shares to Be Fully Paid. The Company shall provide, free
from preemptive rights, out of its authorized but unissued shares or shares held
in treasury, sufficient shares of Common Stock to provide for conversion of the
Debentures from time to time as such Debentures are presented for conversion.

     Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale.

     If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a split, subdivision or combination), (ii) any consolidation,
merger or combination of the Company with another Person as a result of which
holders of


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Common Stock shall be entitled to receive stock, securities or other property or
assets (including cash) with respect to or in exchange for such Common Stock, or
(iii) any sale, lease, transfer or conveyance of all or substantially all of the
properties and assets of the Company and its Subsidiaries substantially as an
entirety to any other Person as a result of which holders of Common Stock shall
be entitled to receive stock, securities or other property or assets (including
cash or any combination thereof) with respect to or in exchange for such Common
Stock (any such event a "MERGER EVENT"), then:

     (a) the Company or the successor or purchasing corporation, as the case may
be, shall execute with the Trustee a supplemental indenture (which shall comply
with the Trust Indenture Act as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) permitted under Section 11.01(a) providing for the conversion and
settlement of the Debentures as set forth in this Indenture. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article or pursuant
to Section 15.01(e) in the case of a Public Acquirer Change of Control, as the
case may be. If, in the case of any Merger Event, the Reference Property
includes shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the holders of the Debentures as the Board of Directors shall
reasonably consider necessary by reason of the foregoing, including to the
extent required by the Board of Directors and practicable the provisions
providing for the repurchase rights set forth in Article 16 herein.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 15.06, the Company shall promptly file with the Trustee an
Officers' Certificate briefly stating the reasons therefore, the kind or amount
of shares of stock or other securities or property (including cash) that will
constitute the Reference Property after any such Merger Event, any adjustment to
be made with respect thereto and that all conditions precedent have been
complied with, and shall promptly mail notice thereof to all Debentureholders.

     (b) Notwithstanding the provisions of Section 15.02(a), and subject to the
provisions of Section 15.01, including, without limitation, Section 15.01(e) in
the case of a Public Acquirer Change of Control, at the effective time of such
Merger Event, (i) the right to convert each $1,000 principal amount of
Debentures will be changed to a right to convert such Debenture into the kind
and amount of shares of stock, securities or other property or assets (including
cash or any combination thereof) that a holder of a number of shares of Common
Stock equal to the Conversion Rate immediately prior to such transaction would
have owned


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or been entitled to receive (the "REFERENCE PROPERTY") and (ii) the related
Conversion Obligation shall be settled as set forth under clause (c) below. In
the event holders of the Common Stock have the opportunity to elect the form of
consideration to be received in such Merger Event, the Company shall make
adequate provision whereby the holders of the Debentures shall have a reasonable
opportunity, to determine the form of consideration into which all of the
Debentures, treated as a single class, shall be convertible from and after the
effective date of such Merger Event. Such determination shall be as set forth in
Section 9.01 and shall be subject to any limitations to which all of the holders
of the Common Stock are subject, such as pro-rata reductions applicable to any
portion of the consideration payable in such Merger Event and shall be conducted
in such a manner as to be completed by the date which is the earliest of (a) the
deadline for elections to be made by holders of the Common Stock in connection
with such Merger Event, and (b) two Trading Days prior to the anticipated
effective date of such Merger Event. The Company shall provide notice of the
opportunity to determine the form of such consideration, as well as notice of
the determination made by holders of the Debentures by issuing a press release
and providing a copy of such notice to the Trustee. The Company shall not become
a party to any such transaction unless its terms are consistent with the
preceding. None of the foregoing provisions shall affect the right of a holder
of Debentures to convert its Debentures into cash and shares of Common Stock, as
set forth in Section 15.01 and Section 15.02 prior to the effective date.

     (c) If the Debentures shall relate to Reference Property as set forth
above, the related Conversion Obligation, with respect to each $1,000 principal
amount of Debentures tendered for conversion after the effective date of any
such Merger Event, shall be settled in cash and units of Reference Property in
accordance with Section 15.02 as follows:

          (i) The Conversion Value shall be based on the per unit average value
     of the Reference Property during the Applicable Conversion Period, such per
     unit value shall be (A) for any shares of common stock that are included in
     the Reference Property, as set forth in the definition of "Common Stock" as
     if such shares were "Common Stock" using the procedures set forth in the
     definition of "Closing Sale Price" in Section 1.01; (B) for any other
     property (other than cash) included in the Reference Property, as
     determined in good faith by the Board of Directors or by a New York Stock
     Exchange member firm selected by the Board of Directors and (C) for any
     cash, the face amount of such cash.

          (ii) The Company shall pay in cash the Principal Return as set forth
     in Section 15.01(a), and if the Conversion Value (determined as set forth
     above) is greater than the principal amount, an amount of Reference
     Property (the "NET REFERENCE PROPERTY AMOUNT") equal to the sum of the


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     Daily Share Amounts, determined in accordance with this clause (ii). The
     Daily Share Amount, for purposes of determining the amount of Net Reference
     Property, shall be for each $1,000 principal amount of Debentures and each
     Trading Day in the Applicable Conversion Period for such Debentures, the
     greater of (i) zero and (ii) an amount of units of Reference Property equal
     to the quotient obtained by dividing (1) the difference between (a) the
     product of the per unit value of such Reference Property on such Trading
     Day (determined in the same manner as determining the Conversion Value as
     set forth in Section 15.06(c)(i) above) and the Reference Property in
     effect on such Trading Day (including, subject to 15.01(d), any Additional
     Shares added to such Reference Property) and (b) $1,000, by (2) the product
     of 10 and the per unit value of such Reference Property on such Trading
     Day.

     (d) Notwithstanding clause (c) above, if the Debentures are tendered for
conversion prior to the effective date of any such Merger Event pursuant to
Section 15.01(d) above, and the Company shall be obligated to deliver any
increase to the Conversion Value in additional Net Shares following the
effective date of such Merger Event, such additional Net Shares shall be
delivered in the kind and amount of Reference Property as a holder of such
additional Net Shares would have received in such Merger Event.

     (e) Notwithstanding clause (c) and (d) above, if Debentures are tendered
for conversion at a time when the Applicable Conversion Period applies in full
to the determination of the Conversion Value, then the Conversion Value and the
amount of cash and Net Reference Property comprising the Principal Return and
the Net Shares will be determined proportionally.

     (f) The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Debentureholder, at his address appearing on the
Debenture register provided for in this Indenture, within twenty (20) days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

     (g) The above provisions of this Section shall similarly apply to
successive Merger Events.

     Section 15.07. Certain Covenants.

     (a) Before taking any action which would cause an adjustment reducing the
Conversion Rate below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Debentures, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order


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that the Company may validly and legally issue shares of such Common Stock at
such adjusted Conversion Rate.

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

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

     (c) The Company further covenants that if at any time the Common Stock
shall be listed on any other national securities exchange or automated quotation
system the Company will, if permitted and required by the rules of such exchange
or automated quotation system, list and keep listed, so long as the Common Stock
shall be so listed on such exchange or automated quotation system, all Common
Stock issuable upon conversion of the Debentures.

     Section 15.08. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Debentureholder to determine the Conversion Rate or whether any facts exist
which may require any adjustment of the Conversion Rate, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Debenture; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Debenture for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 15.06 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Debentureholders upon the conversion of their Debentures after any
event referred to in such


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Section 15.06 or to any adjustment to be made with respect thereto, but, subject
to the provisions of Section 8.01, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

     Section 15.09. Notice to Holders Prior to Certain Actions. In case:

          (a) the Company shall declare a dividend (or any other distribution)
     on its Common Stock that would require an adjustment in the Conversion Rate
     pursuant to Section 15.04; or

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

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

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

the Company shall cause to be filed with the Trustee and to be mailed to each
Debentureholder at his address appearing on the Debenture register, provided for
in Section 2.06 of this Indenture, as promptly as possible but in any event at
least twenty days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.


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     Section 15.10. Shareholder Rights Plans. Each share of Common Stock issued
upon conversion of Debentures pursuant to this Article 15 shall be entitled to
receive the appropriate number of rights, if any, and the certificates
representing the Common Stock issued upon such conversion shall bear such
legends, if any, in each case as may be provided by the terms of any shareholder
rights plan adopted by the Company, as the same may be amended from time to
time. If at the time of conversion, however, the rights have separated from the
shares of Common Stock in accordance with the provisions of the applicable
shareholder rights agreement so that the holders of the Debentures would not be
entitled to receive any rights in respect of Common Stock issuable upon
conversion of the Debentures, the Conversion Rate will be adjusted as provided
in Section 15.04(c).

                                   ARTICLE 16
                  REPURCHASE OF DEBENTURES AT OPTION OF HOLDERS

     Section 16.01. Repurchase at Option of Holders.

     (a) Debentures shall be purchased by the Company at the option of the
holder for cash on February 15, 2013, 2015, 2020, or the next Business Day after
each such date if any such date is not a Business Day (each, a "REPURCHASE
DATE"), at a purchase price (the "REPURCHASE PRICE") equal to 100% of the
principal amount of the Debentures to be repurchased. The Company shall pay any
accrued and unpaid interest, including Additional Interest, if any, thereon to
(but excluding) such Repurchase Date to the holders of such Debentures on the
record date immediately preceding such Repurchase Date. Unless the Company has
issued a notice of redemption to redeem the Debentures as set forth in Section
3.01, not later than 20 Business Days prior to any Repurchase Date, the Company
shall mail a notice (the "COMPANY NOTICE") by first class mail to the Trustee
and to each holder (and to beneficial owners as required by applicable law). The
notice shall include a form of repurchase notice to be completed by a holder and
shall state:

          (i) the Repurchase Price and the Conversion Rate;

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

          (iii) that Debentures as to which a Repurchase Notice has been given
     may be converted if they are otherwise convertible only in accordance with
     Article 15 hereof and the terms of the Debentures if the applicable
     Repurchase Notice has been withdrawn in accordance with the terms of this
     Indenture;


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

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

          (vi) the procedures the holder must follow to exercise its repurchase
     rights under this Section 16.01 and a brief description of those rights;

          (vii) briefly, the conversion rights, if any, with respect to the
     Debentures;

          (viii) the procedures for withdrawing a Repurchase Notice; and

          (ix) the CUSIP number of the Securities.

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

     Purchases of Debentures hereunder shall be made, at the option of the
holder thereof, upon:

               (A) delivery to the Paying Agent by the holder of a written
          notice of repurchase (a "REPURCHASE NOTICE") during the period
          beginning at any time from the opening of business on the date that is
          20 Business Days prior to the relevant Repurchase Date until the close
          of business on the last Business Day prior to the Repurchase Date
          stating:

                    (1) the certificate number of the Debentures which the
               holder will deliver to be purchased or the appropriate Depositary
               procedures if certificated Debentures have not been issued for
               such Debenture,

                    (2) the portion of the principal amount of the Debenture
               which the holder will deliver to be purchased, which portion must
               be in principal amounts of $1,000 or an integral multiple of
               $1,000, and

                    (3) that such Debenture shall be purchased by the Company as
               of the Repurchase Date pursuant to


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               the terms and conditions specified in the Securities and in this
               Indenture;

          provided, however, that if the Debentures are not in certificated
          form, the notice must comply with appropriate Depositary procedures;
          and

               (B) delivery of such Debenture to the Paying Agent at any time
          after delivery of the Repurchase Notice (together with all necessary
          endorsements) at the offices of the Paying Agent, such delivery being
          a condition to receipt by the holder of the Repurchase Price therefor;
          provided, however, that such Repurchase Price shall be so paid
          pursuant to this Section 16.01 only if the Debenture so delivered to
          the Paying Agent shall conform in all respects to the description
          thereof in the related Repurchase Notice.

     The Company shall purchase from the holder thereof, pursuant to this
Section 16.01, a portion of a Debenture, if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Debenture also apply to the purchase of such
portion of such Debenture.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 16.01 shall be consummated by the delivery of the consideration to be
received by the holder promptly following the later of the Repurchase Date and
the time of delivery of the Debenture.

     Notwithstanding anything herein to the contrary, any holder delivering to
the Paying Agent the Repurchase Notice contemplated by this Section 16.01 shall
have the right to withdraw such Repurchase Notice at any time prior to the close
of business on the Business Day prior to the Repurchase Date by delivery of a
written notice of withdrawal to the Trustee (or other Paying Agent appointed by
the Company) in accordance with Section 16.03 below.

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

     (b) Notwithstanding the foregoing, no Debentures may be repurchased by the
Company at the option of the holders if the principal amount of the Debentures
has been accelerated, and such acceleration has not been rescinded, on or prior
to the Repurchase Date.


                                       103

<PAGE>

     Section 16.02. Repurchase at Option of Holders Upon a Fundamental Change.

     (a) If there shall occur a Fundamental Change at any time prior to maturity
of the Debentures, then each Debentureholder shall have the right, at such
holder's option, to require the Company to repurchase all of such holder's
Debentures for cash, or any portion thereof that is a multiple of $1,000
principal amount, on the date (the "FUNDAMENTAL CHANGE REPURCHASE DATE")
specified by the Company that is not less than twenty (20) Business Days and not
more than thirty five (35) Business Days after the date of the Fundamental
Change Repurchase Notice (as defined below) at a repurchase price equal to 100%
of the principal amount thereof, together with accrued and unpaid interest,
including unpaid Additional Interest, if any, thereon to, but excluding, the
Fundamental Change Repurchase Date (the "FUNDAMENTAL CHANGE REPURCHASE PRICE").
If such Fundamental Change Repurchase Date falls after a record date for the
payment of interest, Additional Interest and on or prior to the corresponding
Interest Payment Date, the Company shall instead pay the principal amount to the
Debentureholders, and pay the full amount of accrued and unpaid interest,
including accrued and unpaid Additional Interest, if any, payable on such
Interest Payment Date to the holder of record on the close of business on the
corresponding record date. Repurchases of Debentures under this Section 16.02
shall be made, at the option of the holder thereof, upon:

          (i) delivery to the Trustee (or other Paying Agent appointed by the
     Company) by a holder of a duly completed notice (the "FUNDAMENTAL CHANGE
     REPURCHASE NOTICE") in the form set forth on the reverse of the Debenture
     prior to the close of business on the Fundamental Change Repurchase Date;
     and

           (ii) delivery or book-entry transfer of the Debentures to the Trustee
     (or other Paying Agent appointed by the Company) at any time after delivery
     of the Fundamental Change Repurchase Notice (together with all necessary
     endorsements) at the Corporate Trust Office of the Trustee (or other Paying
     Agent appointed by the Company) in the Borough of Manhattan, such delivery
     being a condition to receipt by the holder of the Fundamental Change
     Repurchase Price therefor; provided that such Fundamental Change Repurchase
     Price shall be so paid pursuant to this Section 16.02 only if the Debenture
     so delivered to the Trustee (or other Paying Agent appointed by the
     Company) shall conform in all respects to the description thereof in the
     related Fundamental Change Repurchase Notice.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 16.02 shall be consummated by the delivery of the consideration to be


                                       104

<PAGE>

received by the holder promptly following the later of the Fundamental Change
Repurchase Date and the time of the book-entry transfer or delivery of the
Debenture.

     Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other Paying Agent appointed by the Company) the Fundamental
Change Repurchase Notice contemplated by this Section 16.02 shall have the right
to withdraw such Fundamental Change Repurchase Notice at any time prior to the
close of business on the Business Day prior to the Fundamental Change Repurchase
Date by delivery of a written notice of withdrawal to the Trustee (or other
Paying Agent appointed by the Company) in accordance with Section 16.03 below.

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

     (b) On or before the fifteenth day after the occurrence of a Fundamental
Change, the Company shall mail to all holders of record of the Debentures a
notice (the "FUNDAMENTAL CHANGE NOTICE") of the occurrence of such Fundamental
Change and of the repurchase right at the option of the holders arising as a
result thereof. Such mailing shall be by first class mail. The Company shall
also deliver a copy of the Fundamental Change Notice to the Trustee and cause a
copy of such Fundamental Change Notice, or a summary of the information
contained therein, to be published once in a newspaper of general circulation in
The City of New York. Concurrently with the mailing of any Fundamental Change
Notice, the Company shall issue a press release announcing such Fundamental
Change referred to in the Fundamental Change Notice, the form and content of
which press release shall be determined by the Company in its sole discretion.
The failure to issue any such press release or any defect therein shall not
affect the validity of the Fundamental Change Notice or any proceedings for the
repurchase of any Debenture that any Debentureholder may elect to have the
Company repurchase as provided in this Section 16.02.

     Each Fundamental Change Notice shall specify the circumstances constituting
the Fundamental Change, the Fundamental Change Repurchase Date, the Fundamental
Change Repurchase Price, that the holder must exercise the repurchase right on
or prior to the close of business on the Fundamental Change Repurchase Date (the
"FUNDAMENTAL CHANGE EXPIRATION TIME"), that the holder shall have the right to
withdraw any Debentures surrendered prior to the Fundamental Change Expiration
Time, a description of the procedure which a Debentureholder must follow to
exercise such repurchase right and to withdraw any surrendered Debentures, the
place or places where the holder is to surrender such holder's Debentures and
the CUSIP number or numbers of the Debentures


                                       105

<PAGE>

(if then generally in use) and include a form of Fundamental Change Repurchase
Notice.

     No failure of the Company to give the foregoing notices and no defect
therein shall limit the Debentureholders' repurchase rights or affect the
validity of the proceedings for the repurchase of the Debentures pursuant to
this Section 16.02.

     (c) Notwithstanding the foregoing, no Debentures may be repurchased by the
Company at the option of the holders upon a Fundamental Change if the principal
amount of the Debentures has been accelerated, and such acceleration has not
been rescinded, on or prior to the Fundamental Change Repurchase Date.

     Section 16.03. Withdrawal of Repurchase Notice or Fundamental Change
Repurchase Notice.

     (a) A Repurchase Notice or Fundamental Change Repurchase Notice may be
withdrawn by means of a written notice of withdrawal delivered to the Corporate
Trust Office of the Trustee (or other Paying Agent appointed by the Company) in
accordance with the Repurchase Notice or Fundamental Change Repurchase Notice at
any time prior to the close of business on the Business Day prior to the
Repurchase Date or prior to the close of business on the Fundamental Change
Repurchase Date, specifying:

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

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

          (iii) the principal amount, if any, of such Debenture that remains
     subject to the original Repurchase Notice or Fundamental Change Repurchase
     Notice, which portion must be in principal amounts of $1,000 or an integral
     multiple of $1,000;

provided, however, that if the Debentures are not in certificated form, the
notice must comply with appropriate Depositary Procedures.

     Section 16.04. Deposit of Repurchase Price or Fundamental Change Repurchase
Price.

     (a) On or prior to the Repurchase Date or Fundamental Change Repurchase
Date, the Company will deposit with the Trustee (or other Paying


                                       106

<PAGE>

Agent appointed by the Company or if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 5.04) an
amount of money sufficient to repurchase on the Repurchase Date or Fundamental
Change Repurchase Date all of the Debentures to be repurchased on such date at
the appropriate Repurchase Price or Fundamental Change Repurchase Price;
provided that if such payment is made on the Repurchase Date or Fundamental
Change Repurchase Date it must be received by the Trustee or Paying Agent, as
the case may be, by 11:00 a.m. New York City time, on such date. Subject to
receipt of funds and/or Debentures by the Trustee (or other Paying Agent
appointed by the Company), payment for Debentures surrendered for repurchase
(and not withdrawn) prior to the Fundamental Change Expiration Time will be made
promptly after the later of (x) the Repurchase Date or Fundamental Change
Repurchase Date with respect to such Debenture (provided the holder has
satisfied the conditions in Section 16.01 or Section 16.02, as applicable) and
(y) the time of delivery of such Debenture to the Trustee (or other Paying Agent
appointed by the Company) by the holder thereof in the manner required by
Section 16.01 or Section 16.02, as applicable) by mailing checks for the amount
payable to the holders of such Debentures entitled thereto as they shall appear
in the Debenture Register, provided, however, that payments to the Depositary
shall be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee. The Trustee shall, promptly after such payment
and upon written demand by the Company, return to the Company any funds in
excess of the Repurchase Price or Fundamental Change Repurchase Price.

     (b) If the Trustee (or other Paying Agent appointed by the Company) holds
money sufficient to repurchase on the Repurchase Date or Fundamental Change
Repurchase Date all the Debentures or portions thereof that are to be purchased
as of the Repurchase Date or Fundamental Change Repurchase Date, then on and
after the Business Day following the Repurchase Date or Fundamental Change
Repurchase Date (i) such Debentures will cease to be outstanding, (ii) interest,
including Additional Interest, if any, will cease to accrue on such Debentures,
and (iii) all other rights of the holders of such Debentures will terminate,
whether or not book-entry transfer of the Debentures has been made or the
Debentures have been delivered to the Trustee or Paying Agent, other than the
right to receive the Repurchase Price or Fundamental Change Repurchase Price
upon delivery of the Debentures.


                                       107

<PAGE>

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

     Section 17.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements of the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

     Section 17.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

     Section 17.03. Addresses for Notices, Etc. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Debentureholders on the Company shall be deemed to have
been sufficiently given or made, for all purposes if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to LifePoint Hospitals, Inc., 103 Powell Court, Suite 200, Brentwood,
Tennessee, 37027, Attention: Chief Financial Officer. Any notice, direction,
request or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office.

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

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

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

     Section 17.04. Governing Law. THIS INDENTURE AND EACH DEBENTURE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


                                       108

<PAGE>

     Section 17.05. Evidence of Compliance with Conditions Precedent;
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

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

     Section 17.06. Legal Holidays. In any case where the date of maturity of
interest on or principal of the Debentures or the date fixed for repurchase of
any Debenture will not be a Business Day, then payment of such interest on or
principal of the Debentures need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for repurchase, and no interest shall
accrue for the period from and after such date.

     Section 17.07. No Security Interest Created. Nothing in this Indenture or
in the Debentures, expressed or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect, in any jurisdiction.

     Section 17.08. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided, however, that, unless otherwise required by law, notwithstanding the
foregoing, this Indenture and the Debentures issued hereunder shall not be
subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section
314 of the Trust Indenture Act as now in effect as hereafter amended or
modified; provided further that this Section 17.08 shall not require that this
Indenture or the Trustee be qualified under the Trust Indenture Act prior to the
time such qualification is in fact required under the terms of the Trust
Indenture Act, nor


                                       109

<PAGE>

shall it constitute any admission or acknowledgment by any party hereto that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in an indenture qualified under the Trust Indenture Act, such
required provision shall control.

     Section 17.09. Benefits of Indenture. Nothing in this Indenture or in the
Debentures, expressed or implied, shall give to any person, other than the
parties hereto, any Paying Agent, any authenticating agent, any Debenture
registrar and their successors hereunder, the Debentureholders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

     Section 17.10. Table of Contents, Headings, Etc. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     Section 17.11. Authenticating Agent. The Trustee may appoint an
authenticating agent which shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Debentures in connection
with the original issuance thereof and transfers and exchanges of Debentures
hereunder, including under Section 2.05, Section 2.06, Section 2.07, Section
2.08 and Section 3.06, as fully to all intents and purposes as though the
authenticating agent had been expressly authorized by this Indenture and those
Sections to authenticate and deliver Debentures. For all purposes of this
Indenture, the authentication and delivery of Debentures by the authenticating
agent shall be deemed to be authentication and delivery of such Debentures "by
the Trustee" and a certificate of authentication executed on behalf of the
Trustee by an authenticating agent shall be deemed to satisfy any requirement
hereunder or in the Debentures for the Trustee's certificate of authentication.
Such authenticating agent shall at all times be a person eligible to serve as
trustee hereunder pursuant to Section 8.09.

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


                                       110

<PAGE>

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall promptly appoint a successor authenticating agent (which may be the
Trustee), shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all Debentureholders as the names and
addresses of such holders appear on the Debenture register.

     The Company agrees to pay to the authenticating agent from time to time
reasonable compensation for its services although the Company may terminate the
authenticating agent, if it determines such agent's fees to be unreasonable.

     The provisions of Section 8.02, Section 8.03, Section 8.04, Section 9.03
and this Section 17.11 shall be applicable to any authenticating agent.

     Section 17.12. Execution in Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


                                       111

<PAGE>

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

                                        LIFEPOINT HOSPITALS, INC.


                                        By: /s/ Michael J. Culotta
                                            ------------------------------------
                                            Name: Michael J. Culotta
                                            Title: Chief Financial Officer


                                        CITIBANK, N.A.,
                                           as Trustee


                                        By: /s/ John J. Byrnes
                                            ------------------------------------
                                            Name: John J. Byrnes
                                            Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                           [FORM OF FACE OF DEBENTURE]

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.

THIS DEBENTURE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS DEBENTURE AND THE COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS DEBENTURE IS HEREBY NOTIFIED THAT THE SELLER OF THIS DEBENTURE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS DEBENTURE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED FOR BY RULE 144 THEREUNDER (IF AVAILABLE), (III) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT


                                       A-1

<PAGE>

HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


                                       A-2

<PAGE>

                            LIFEPOINT HOSPITALS, INC.
            3.25% Convertible Senior Subordinated Debentures due 2025

No. 1                                                               $225,000,000

CUSIP No.

     LifePoint Hospitals, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Two Hundred Twenty Five Million Dollars
(which amount may from time to time be increased or decreased to such other
principal amounts (which, taken together with the principal amounts of all other
outstanding Debentures, shall not, unless permitted by the Indenture, exceed
$225,000,000 in aggregate at any time) by adjustments made on the records of the
Trustee as set forth in Schedule B hereto, as Custodian of the Depositary, in
accordance with the rules and procedures of the Depositary) on August 15, 2025,
and Additional Interest in the manner, at the rates and to the persons set forth
in the Registration Rights Agreement.

     The Debentures bear interest at the rate of 3.25% per year from the date of
original issuance of the Debentures, or from the most recent date to which
interest had been paid or provided for to, but excluding, the next scheduled
Interest Payment Date. Interest is payable semi-annually in arrears on each
February 15 and August 15, commencing February 15, 2006, to holders of record at
the close of business on the preceding February 1 and August 1, respectively.

     Payment of the principal of, interest, including any Additional Interest,
accrued on this Debenture shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or, at the option of the holder of this Debenture, at the Corporate Trust
Office, in such lawful money of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts;
provided, however, interest, including Additional Interest, if any, may be paid
by check mailed to such holder's address as it appears in the Debenture
register; provided further, however, that, with respect to any Debentureholder
with an aggregate principal amount equal to or in excess of $2,000,000, at the
request of such holder in writing to the Company, interest, including Additional
Interest, if any, on such holder's Debentures shall be paid by wire transfer in
immediately available funds in accordance with the written wire transfer
instruction supplied by such holder from time to time to the Trustee and Paying
Agent (if different from the Trustee) at least two days prior to the applicable
record date; provided that any payment to the Depositary or its nominee shall be
paid by wire transfer in immediately


                                       A-3

<PAGE>

available funds in accordance with the wire transfer instruction supplied by the
Depositary or its nominee from time to time to the Trustee and Paying Agent (if
different from Trustee) at least two days prior to the applicable record date.

     Reference is made to the further provisions of this Debenture set forth on
the reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and Additional Interest on this
Debenture to the prior payment in full of all Senior Indebtedness as defined in
the Indenture and provisions giving the holder of this Debenture the right to
convert this Debenture into cash and Common Stock of the Company on the terms
and subject to the limitations referred to on the reverse hereof and as more
fully specified in the Indenture. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

     This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State (without regard to the conflicts of laws
provisions thereof).

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

                  [Remainder of page intentionally left blank]


                                       A-4

<PAGE>

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

                                        LIFEPOINT HOSPITALS, INC.


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


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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
CITIBANK, N.A..,
as Trustee, certifies that this is one of the Debentures described
in the within-named Indenture.


By:
    -------------------------------
    Authorized Officer


                                       A-5

<PAGE>

                         [FORM OF REVERSE OF DEBENTURE]

                            LIFEPOINT HOSPITALS, INC.
            3.25% Convertible Senior Subordinated Debentures due 2025

     This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 3.25% Convertible Senior Subordinated Debentures due
2025 (herein called the "Debentures"), limited to the aggregate principal amount
of $225,000,000 all issued or to be issued under and pursuant to an Indenture
dated as of August 10, 2005 (herein called the "Indenture"), between the Company
and Citibank, N.A. (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Debentures. Additional
Debentures may be issued in an unlimited aggregate principal amount, subject to
certain conditions specified in the Indenture.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, premium, if any, and interest,
including Additional Interest, if any, on all Debentures may be declared, and
upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

     Subject to the terms and conditions of the Indenture, the Company will make
all payments and deliveries in respect of the Redemption Price, Repurchase
Price, and the principal amount on the maturity date, as the case may be, to the
holder who surrenders a Debenture to a Paying Agent to collect such payments in
respect of the Debenture. The Company will pay cash amounts in money of the
United States that at the time of payment is legal tender for payment of public
and private debts.

     The Indenture contains provisions permitting the Company and the Trustee in
certain circumstances, without the consent of the holders of the Debentures, and
in other circumstances, with the consent of the holders of not less than a
majority in aggregate principal amount of the Debentures at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Debentures; provided, however,
that no such supplemental indenture shall make any of the changes set forth in
Section 11.02 of the Indenture, without the consent of the holders of all
Debentures then outstanding. It is also provided in the Indenture that, prior to
any declaration accelerating the maturity of the Debentures, the holders of a
majority in aggregate principal amount of the Debentures at the time outstanding
may on behalf of the


                                       A-6

<PAGE>

holders of all of the Debentures waive any past default or Event of Default
under the Indenture and its consequences except as provided in the Indenture.
Any such consent or waiver by the holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Debenture and any Debentures which
may be issued in exchange or substitution hereof, irrespective of whether or not
any notation thereof is made upon this Debenture or such other Debentures.

     The indebtedness evidenced by the Debenture is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full in cash or other payment satisfactory to
the holders of Senior Indebtedness of all Senior Indebtedness of the Company, as
defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred, and this Debenture is issued subject to the provisions of
the Indenture with respect to such subordination. Each holder of this Debenture,
by accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney in fact for such purpose.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
accrued and unpaid interest, Additional Interest, if any, on this Debenture at
the place, at the respective times, at the rate and in the lawful money herein
prescribed.

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

     The Debentures are not subject to redemption through the operation of any
sinking fund. Prior to February 20, 2013, the Debentures will not be redeemable
at the Company's option. Subject to the terms and conditions of the Indenture,
beginning on February 20, 2013, the Company, at its option, may redeem the
Debentures for cash at any time as a whole, or from time to time in part, at a
price equal to the principal amount of the Debentures redeemed plus accrued and
unpaid interest, Additional Interest, if any, on the Debentures redeemed to (but
excluding) the Redemption Date.


                                       A-7

<PAGE>

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the holder, all or any portion of
Debentures held by such holder on February 15, 2013, 2015 and 2020, in integral
multiples of $1,000 at a Repurchase Price equal to the principal amount of the
Debentures repurchased plus accrued and unpaid interest, including accrued and
unpaid Additional Interest, if any, on the Debentures repurchased to (but
excluding) the Repurchase Date.

     Upon the occurrence of a "Fundamental Change," the holder has the right, at
such holder's option, to require the Company to repurchase all of such holder's
Debentures or any portion thereof (in principal amounts of $1,000 or integral
multiples thereof) on the Fundamental Change Purchase Date at a price equal to
100% of the principal amount of the Debentures such holder elects to require the
Company to repurchase, together with accrued and unpaid interest, including
accrued and unpaid Additional Interest, if any, to but excluding the date fixed
for repurchase. The Company or, at the written request of the Company, the
Trustee shall mail to all holders of record of the Debentures a notice of the
occurrence of a Fundamental Change and of the repurchase right arising as a
result thereof on or before the fifteenth calendar day after the occurrence of
such Fundamental Change.

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, upon the occurrence of certain conditions specified in the
Indenture and prior to the close of business on the business day immediately
preceding the maturity date, to convert any Debentures or portion thereof which
is $1,000 or an integral multiple thereof, into cash and, if applicable, shares
of Common Stock, at a Conversion Rate specified in the Indenture, as adjusted
from time to time as provided in the Indenture, upon surrender of this
Debenture, together with a conversion notice as provided in the Indenture and
this Debenture, to the Company at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, or at the
option of such holder, the Corporate Trust Office, and, unless the shares
issuable on conversion are to be issued in the same name as this Debenture, duly
endorsed by, or accompanied by instruments of transfer in form satisfactory to
the Company duly executed by, the holder or by his duly authorized attorney. The
initial Conversion Rate shall be 16.3345 shares for each $1,000 principal amount
of Debentures. No fractional shares of Common Stock will be issued upon any
conversion, but an adjustment in cash will be paid to the holder, as provided in
the Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Debenture or Debentures for conversion. No
adjustment shall be made for dividends or any shares issued upon conversion of
such Debenture except as provided in the Indenture.


                                       A-8

<PAGE>

     Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Debenture or Debentures of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange thereof,
subject to the limitations provided in the Indenture, without charge except for
any tax, assessments or other governmental charge imposed in connection
therewith.

     The Company, the Trustee, any authenticating agent, any Paying Agent, any
Conversion Agent and any Debenture registrar may deem and treat the registered
holder hereof as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment hereof, or on
account hereof, for the conversion hereof and for all other purposes, and
neither the Company nor the Trustee nor any other authenticating agent nor any
Paying Agent nor any other Conversion Agent nor any Debenture registrar shall be
affected by any notice to the contrary. Notwithstanding the foregoing, the
Indenture provides that following an event which, after notice or passage of
time or both, would become a Default, owners of beneficial interests in a Global
Debenture may directly enforce against the Company such owners' right to
exchange such beneficial interest for Debentures in certificated form. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Debenture.

     No recourse for the payment of the principal of or any premium or accrued
and unpaid interest, including Additional Interest, if any, on this Debenture,
or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the
Indenture or any indenture supplemental thereto or in any Debenture, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, employee, agent, officer, director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

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


                                       A-9

<PAGE>

                                  ABBREVIATIONS

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

TEN COM - as tenants in common      UNIF GIFT MIN ACT

                                    _________________ Custodian
                                          (Cust)

TEN ENT - as tenants by the
   entireties

                                    _________________
                                         (Minor)

JT TEN - as joint tenants with
right of survivorship and not as
tenants in common                   Uniform Gifts to Minors Act ________ (State)

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


                                      A-10

<PAGE>

                                                                       EXHIBIT B

                           [FORM OF CONVERSION NOTICE]

To: LifePoint Hospitals, Inc.

     The undersigned registered owner of this Debenture hereby irrevocably
(subject to revocation as set forth in the Indenture) exercises the option to
convert this Debenture, or the portion hereof (which is $1,000 principal amount
or an integral multiple thereof) below designated, into cash and shares of
Common Stock, if any, in accordance with the terms of the Indenture referred to
in this Debenture, and directs that the shares issuable and deliverable upon
such conversion, if any, together with any check in payment of the Principal
Return (as defined in the Indenture) and for fractional shares and any
Debentures representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares or any portion of this Debenture not converted are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto. Any amount required to
be paid to the undersigned on account of interest accompanies this Debenture.

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


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


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


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

Signature(s) must be guaranteed by an
eligible Guarantor Institution
(banks, stock brokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares of
Common Stock are to be issued, or
Debentures to be delivered, other
than to and in the name of the
registered holder.


                                       B-1

<PAGE>

Fill in for registration of shares if
to be issued, and Debentures if to be
delivered, other than to and in the
name of the registered holder:

____________________________
(Name)

____________________________
(Street Address)

____________________________________
(City, State and Zip Code)
Please print name and address

                                        Principal amount to be converted (if
                                        less than all): $______,000

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


                                       B-2

<PAGE>

                                                                       EXHIBIT C

                       [FORM OF OPTION TO ELECT REPAYMENT
                           UPON A FUNDAMENTAL CHANGE]

To: LifePoint Hospitals, Inc.

The undersigned registered owner of this Debenture hereby acknowledges receipt
of a notice from LifePoint Hospitals, Inc. (the "Company") as to the occurrence
of a Fundamental Change with respect to the Company and requests and instructs
the Company to repay the entire principal amount of this Debenture, or the
portion thereof (which is $1,000 principal amount or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Debenture, together with accrued and unpaid interest,
including Additional Interest, if any, to, but excluding, such date, to the
registered holder hereof.

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


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


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

                                        ----------------------------------------
                                        Social Security or Other Taxpayer
                                        Identification Number Principal amount
                                        to be repaid (if less than all):
                                        $______,000

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


                                       C-1

<PAGE>

                                                                       EXHIBIT D

                       [FORM OF OPTION TO ELECT REPAYMENT
                              ON A REPURCHASE DATE]

To: LifePoint Hospitals, Inc.

The undersigned registered owner of this Debenture hereby requests and instructs
LifePoint Hospitals, Inc. to repay the entire principal amount of this
Debenture, or the portion thereof (which is $1,000 principal amount or an
integral multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Debenture to the registered holder hereof.

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


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


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

                                        ----------------------------------------
                                        Social Security or Other Taxpayer
                                        Identification Number Principal amount
                                        to be repaid (if less than all):
                                        $______,000

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


                                       D-1

<PAGE>

                                                                       EXHIBIT E

                        [FORM OF ASSIGNMENT AND TRANSFER]

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

In connection with any transfer of the within Debenture occurring prior to the
Resale Restriction Termination Date, as defined in the Indenture governing such
Debenture, the undersigned confirms that such Debenture is being transferred:

[ ]  *To LifePoint Hospitals, Inc. or a subsidiary thereof; or

[ ]  *Pursuant to the registration statement that has been declared effective
     under the Securities Act of 1933, as amended; or

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

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

[ ]  *Pursuant to another available exemption from registration under the
     Securities Act of 1933, as amended.


                                       E-1

<PAGE>

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


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


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


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

Signature(s) must be guaranteed by an
eligible Guarantor Institution
(banks, stock brokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares of
Common Stock are to be issued, or
Debentures to be delivered, other
than to and in the name of the
registered holder.

NOTICE: The signature on the conversion notice, the option to elect repurchase
upon a Fundamental Change or the assignment must correspond with the name as
written upon the face of the Debenture in every particular without alteration or
enlargement or any change whatever.


                                       E-2

<PAGE>

                                                                      SCHEDULE A

<TABLE>
<CAPTION>
                                                  APPLICABLE PRICE
CONVERSION   ------------------------------------------------------------------------------------------
   DATE      $45.35   $50.00   $55.00   $60.00   $65.00   $75.00   $90.00   $110.00   $150.00   $200.00
----------   ------   ------   ------   ------   ------   ------   ------   -------   -------   -------
<S>          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>
  8/10/05    5.7161   4.6563   3.7939   3.1348   2.6260   1.9211   1.3035    0.8785    0.5227    0.3560
  2/15/06    5.6854   4.6057   3.7283   3.0749   2.5722   1.8618   1.2527    0.8350    0.4937    0.3376
  2/15/07    5.6068   4.4836   3.5774   2.9100   2.4000   1.6892   1.1001    0.7125    0.4132    0.2824
  2/15/08    5.5048   4.3258   3.3888   2.6952   2.1722   1.4653   0.9021    0.5563    0.3133    0.2149
  2/15/09    5.4694   4.2298   3.2484   2.5257   1.9848   1.2971   0.7587    0.4534    0.2567    0.1797
  2/15/10    5.3832   4.0559   3.0194   2.2761   1.7376   1.0424   0.5625    0.3179    0.1813    0.1303
  2/15/11    5.3105   3.8370   2.6985   1.9007   1.3440   0.6818   0.2953    0.1466    0.0875    0.0647
  2/15/12    5.3220   3.6244   2.3191   1.4379   0.8667   0.2881   0.0709    0.0342    0.0240    0.0179
  2/20/13    0.0000   0.0000   0.0000   0.0000   0.0000   0.0000   0.0000    0.0000    0.0000    0.0000
</TABLE>

<PAGE>

                                                                      SCHEDULE B

                            LIFEPOINT HOSPITALS, INC.
            3.25% Convertible Senior Subordinated Debentures Due 2025

No. ______

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----   ----------------   -----------------------------   --------------------
</TABLE>


                                       E-2