<Page>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY


                            OSI PHARMACEUTICALS, INC.

                    4% Convertible Senior Subordinated Notes

                                    due 2009

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

                                    INDENTURE


                          Dated as of February 1, 2002

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

                              The Bank of New York


                                     TRUSTEE

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

<Page>

                             CROSS REFERENCE TABLE*

<Table>
<Caption>
TIA SECTION.......................................        INDENTURE SECTION
<S>                                                       <C>
310(a)(1).........................................              7.09
   (a)(2).........................................              7.09
   (a)(3).........................................              N.A.
   (a)(4).........................................              N.A.
   (b)............................................           7.08; 7.10
   (c)............................................              N.A.
311(a)............................................              7.13
   (b)............................................              7.13
   (c)............................................              N.A.
312(a)............................................              2.05
   (b)............................................             12.03
   (c)............................................             12.03
313(a)............................................              7.14
   (b)(1).........................................              N.A.
   (b)(2).........................................              7.14
   (c)............................................             12.02
   (d)............................................              7.14
314(a)............................................        4.02; 4.03; 12.02
   (b)............................................              N.A.
   (c)(1).........................................             12.04
   (c)(2).........................................             12.04
   (c)(3).........................................              N.A.
   (d)............................................              N.A.
   (e)............................................             12.05
   (f)............................................              N.A.
315(a)............................................              7.01
   (b)............................................           7.15; 12.02
   (c)............................................              7.01
   (d)............................................              7.01
   (e)............................................              6.11
316(a)(last sentence).............................              2.08
   (a)(1)(A)......................................              6.05
   (a)(1)(B)......................................              6.04
   (a)(2).........................................              N.A.
   (b)............................................              6.07
317(a)(1).........................................              6.08
   (a)(2).........................................              6.09
   (b)............................................              2.04
318(a)............................................             12.01
</Table>

                           N.A. means Not Applicable.

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

<Page>

                               TABLE OF CONTENTS*

<Table>
<Caption>
                                                                                            PAGE
<S>               <C>                                                                         <C>
ARTICLE 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............................1

  SECTION 1.01.   Definitions..................................................................1
  SECTION 1.02.   Other Definitions...........................................................10
  SECTION 1.03.   Incorporation by Reference of Trust Indenture Act...........................11
  SECTION 1.04.   Rules of Construction.......................................................12
  SECTION 1.05.   Acts of Holders.............................................................12

ARTICLE 2  THE NOTES .........................................................................13

  SECTION 2.01.   Form and Dating.............................................................13
  SECTION 2.02.   Execution and Authentication................................................15
  SECTION 2.03.   Registrar, Paying Agent and Conversion Agent................................15
  SECTION 2.04.   Paying Agent to Hold Money and Notes in Trust...............................16
  SECTION 2.05.   Noteholder Lists............................................................16
  SECTION 2.06.   Transfer and Exchange.......................................................16
  SECTION 2.07.   Replacement Notes...........................................................18
  SECTION 2.08.   Outstanding Notes; Determinations of Holders' Action........................18
  SECTION 2.09.   Temporary Notes.............................................................19
  SECTION 2.10.   Cancellation................................................................20
  SECTION 2.11.   Persons Deemed Owners.......................................................20
  SECTION 2.12.   Global Notes................................................................20
  SECTION 2.13.   CUSIP Numbers...............................................................25
  SECTION 2.14.   Defaulted Interest..........................................................25

ARTICLE 3  REDEMPTION AND PURCHASES...........................................................25

  SECTION 3.01.   Provisional Redemption......................................................25
  SECTION 3.02.   Optional Redemption.........................................................26
  SECTION 3.03.   Notice of Trustee...........................................................26
  SECTION 3.04.   Selection of Notes to be Redeemed...........................................26
  SECTION 3.05.   Notice of Redemption........................................................27
  SECTION 3.06.   Effect of Notice of Redemption..............................................28
  SECTION 3.07.   Deposit of Redemption Price.................................................28
  SECTION 3.08.   Notes Redeemed in Part......................................................29
  SECTION 3.09.   Conversion Arrangement on Call for Redemption...............................29
  SECTION 3.10.   Repurchase of Notes at Option of the Holder upon Change of Control..........30
  SECTION 3.11.   Effect of Change of Control Repurchase Notice...............................34
  SECTION 3.12.   Deposit of Change of Control Repurchase Price...............................35
</Table>

----------
* Note: This Table of Contents shall not, for any purpose, be deemed to be part
        of the Indenture.

                                       -i-
<Page>

<Table>
<S>               <C>                                                                         <C>
  SECTION 3.13.   Notes Purchased in Part.....................................................35
  SECTION 3.14.   Covenant to Comply with Securities Laws upon Purchase of Notes..............35
  SECTION 3.15.   Repayment to the Company....................................................36

ARTICLE 4  COVENANTS .........................................................................36

  SECTION 4.01.   Payment of Principal, Premium, Interest on the Notes........................36
  SECTION 4.02.   SEC and Other Reports.......................................................36
  SECTION 4.03.   Compliance Certificate......................................................37
  SECTION 4.04.   Further Instruments and Acts................................................37
  SECTION 4.05.   Maintenance of Office or Agency.............................................37
  SECTION 4.06.   Delivery of Certain Information.............................................38
  SECTION 4.07.   Subordination...............................................................38

ARTICLE 5  MERGERS AND SALES OF ASSETS........................................................38

  SECTION 5.01.   When Company May Merge or Transfer Assets...................................38

ARTICLE 6  DEFAULTS AND REMEDIES..............................................................39

  SECTION 6.01.   Events of Default...........................................................39
  SECTION 6.02.   Acceleration................................................................41
  SECTION 6.03.   Other Remedies..............................................................42
  SECTION 6.04.   Waiver of Past Defaults.....................................................42
  SECTION 6.05.   Control by Majority.........................................................42
  SECTION 6.06.   Limitation on Suits.........................................................42
  SECTION 6.07.   Rights of Holders to Receive Payment........................................43
  SECTION 6.08.   Collection Suit by Trustee..................................................43
  SECTION 6.09.   Trustee May File Proofs of Claim............................................43
  SECTION 6.10.   Priorities..................................................................44
  SECTION 6.11.   Undertaking for Costs.......................................................44
  SECTION 6.12.   Waiver of Stay, Extension or Usury Laws.....................................45

ARTICLE 7  TRUSTEE ...........................................................................45

  SECTION 7.01.   Duties and Responsibilities of the Trustee;
                  During Default; Prior to Default............................................45
  SECTION 7.02.   Certain Rights of the Trustee...............................................46
  SECTION 7.03.   Trustee Not Responsible for Recitals, Disposition of
                  Notes or Application of Proceeds Thereof....................................48
  SECTION 7.04.   Trustee and Agents May Hold Notes; Collections, etc.........................48
  SECTION 7.05.   Moneys Held by Trustee......................................................48
  SECTION 7.06.   Compensation and Indemnification of Trustee and Its Prior Claim.............48
  SECTION 7.07.   Right of Trustee to Rely on Officers' Certificate, etc......................49
  SECTION 7.08.   Conflicting Interests.......................................................49
  SECTION 7.09.   Persons Eligible for Appointment as Trustee.................................49
</Table>

                                      -ii-
<Page>

<Table>
<S>               <C>                                                                         <C>
  SECTION 7.10.   Resignation and Removal; Appointment of Successor Trustee...................49
  SECTION 7.11.   Acceptance of Appointment by Successor Trustee..............................51
  SECTION 7.12.   Merger, Conversion, Consolidation or Succession to
                  Business of Trustee.........................................................51
  SECTION 7.13.   Preferential Collection of Claims Against the Company.......................52
  SECTION 7.14.   Reports by the Trustee......................................................52
  SECTION 7.15.   Trustee to Give Notice of Default, But May Withhold in Certain
                  Circumstances...............................................................52

ARTICLE 8  SATISFACTION AND DISCHARGE OF INDENTURE............................................52

  SECTION 8.01.   Termination of the Company's Obligations....................................52
  SECTION 8.02.   Defeasance and Discharge of Indenture.......................................53
  SECTION 8.03.   Defeasance of Certain Obligations...........................................55
  SECTION 8.04.   Application of Trust Money..................................................55
  SECTION 8.05.   Reinstatement...............................................................55
  SECTION 8.06.   Defeasance and Certain Other Events of Default..............................56
  SECTION 8.07.   Repayment of the Company....................................................56
  SECTION 8.08.   Conversion of Notes Upon Discharge..........................................56

ARTICLE 9  AMENDMENTS ........................................................................56

  SECTION 9.01.   Without Consent of Holders..................................................56
  SECTION 9.02.   With Consent of Holders.....................................................57
  SECTION 9.03.   Compliance with Trust Indenture Act.........................................58
  SECTION 9.04.   Revocation and Effect of Consents, Waivers and Actions......................58
  SECTION 9.05.   Notation on or Exchange of Notes............................................58
  SECTION 9.06.   Trustee to Sign Supplemental Indentures.....................................59
  SECTION 9.07.   Effect of Supplemental Indentures...........................................59

ARTICLE 10  CONVERSION .......................................................................59

  SECTION 10.01.  Conversion Right and Conversion Price.......................................59
  SECTION 10.02.  Exercise of Conversion Right................................................60
  SECTION 10.03.  Fractions of Shares.........................................................61
  SECTION 10.04.  Adjustment of Conversion Price..............................................61
  SECTION 10.05.  Notice of Adjustments of Conversion Price...................................71
  SECTION 10.06.  Notice Prior to Certain Actions.............................................71
  SECTION 10.07.  Company to Reserve Common Stock.............................................72
  SECTION 10.08.  Taxes on Conversions........................................................72
  SECTION 10.09.  Covenant as to Common Stock.................................................73
  SECTION 10.10.  Cancellation of Converted Notes.............................................73
  SECTION 10.11.  Effect of Reclassification, Consolidation, Merger or Sale...................73
  SECTION 10.12.  Responsibility of Trustee for Conversion Provisions.........................74
</Table>

                                      -iii-
<Page>

<Table>
<S>               <C>                                                                         <C>
ARTICLE 11  SUBORDINATION ....................................................................75

  SECTION 11.01.  Agreement to Subordinate....................................................75
  SECTION 11.02.  Liquidation; Dissolution; Bankruptcy........................................75
  SECTION 11.03.  Default on Designated Senior Indebtedness...................................75
  SECTION 11.04.  Acceleration of Notes.......................................................77
  SECTION 11.05.  When Distribution Must Be Paid Over.........................................77
  SECTION 11.06.  Notice by the Company.......................................................77
  SECTION 11.07.  Subrogation.................................................................77
  SECTION 11.08.  Relative Rights.............................................................78
  SECTION 11.09.  Subordination May Not Be Impaired by the Company............................78
  SECTION 11.10.  Distribution or Notice to Representative....................................78
  SECTION 11.11.  Rights of Trustee and Paying Agent..........................................79

ARTICLE 12  SECURITY .........................................................................79

  SECTION 12.01. Security.....................................................................79

ARTICLE 13  MISCELLANEOUS ....................................................................80

  SECTION 13.01.  Trust Indenture Act Controls................................................80
  SECTION 13.02.  Notices. ...................................................................81
  SECTION 13.03.  Communication by Holders with Other Holders.................................81
  SECTION 13.04.  Certificate and Opinion as to Conditions Precedent..........................82
  SECTION 13.05.  Statements Required in Certificate or Opinion...............................82
  SECTION 13.06.  Separability Clause.........................................................82
  SECTION 13.07.  Rules by Trustee, Paying Agent, Conversion Agent and Registrar..............83
  SECTION 13.08.  Legal Holidays..............................................................83
  SECTION 13.09.  GOVERNING LAW...............................................................83
  SECTION 13.10.  No Recourse Against Others..................................................83
  SECTION 13.11.  Successors..................................................................83
  SECTION 13.12.  Multiple Originals..........................................................83
</Table>

EXHIBITS

Exhibit A-1  Form of Global Note
Exhibit A-2  Form of Certificated Note
Exhibit B-1  Transfer Certificate
Exhibit B-2  Form of Letter to Be Delivered by Accredited Investors

                                      -iv-
<Page>

          INDENTURE dated as of February 1, 2002 between OSI PHARMACEUTICALS,
INC., a Delaware corporation (the "Company"), and The Bank of New York, a New
York banking corporation, as Trustee hereunder (the "Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of its 4%
Convertible Senior Subordinated Notes due 2009 (herein called the "Notes") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

          All things necessary to make the Notes, when the Notes are executed by
the Company and authenticated and delivered hereunder, the valid obligations of
the Company, and to make this Indenture a valid agreement of the Company, in
accordance with their and its terms, have been done. Further, all things
necessary to duly authorize the issuance of the Common Stock of the Company
issuable upon the conversion of the Notes, and to duly reserve for issuance the
number of shares of Common Stock issuable upon such conversion, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 1.01. DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP; and

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

          "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 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,

<Page>

directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

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

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

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

          "BUSINESS DAY" means each day of the year, other than a Saturday or a
Sunday, on which banking institutions are not required or authorized to close in
the City of New York.

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

          "CERTIFICATED NOTES" means Notes that are in the form of the Notes
attached hereto as Exhibit A-2.

          "CLOSING PRICE" of any security on any date of determination means:

          (1) the closing sale price (or, if no closing sale price is reported,
     the last reported sale price) of such security on the New York Stock
     Exchange on such date;

          (2) if such security is not listed for trading on the New York Stock
     Exchange on any such date, the closing sale price as reported in the
     composite transactions for the principal U.S. securities exchange on which
     such security is so listed;

          (3) if such security is not so listed on a U.S. national or regional
     securities exchange, the closing bid price as reported by the NASDAQ Stock
     Market;

          (4) if such security is not so reported, the last quoted bid price for
     such security in the over-the-counter market as reported by the National
     Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices of such security on such date from at least
     three nationally recognized independent investment banking firms retained
     for this purpose by the Company.

                                       -2-
<Page>

          "COMMON STOCK" means the Common Stock, par value $0.01 per share, of
the Company as it exists on the date of this Indenture, or, subject to
Section 10.11 hereof, any shares of Capital Stock of the Company into which the
Common Stock shall be reclassified or changed.

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

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

          "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 5 Penn Plaza, Thirteenth Floor, New
York, New York, 10001, attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Company).

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

          "DESIGNATED SENIOR INDEBTEDNESS" means any Senior Indebtedness which,
at the time of determination, has an aggregate principal amount outstanding of
at least $20.0 million and that has been specifically designated in the
instrument evidencing such Senior Indebtedness as "Designated Senior
Indebtedness" of the Company.

          "DOLLAR" or "U.S.$" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

          "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934 (or any
successor statute), as amended from time to time.

          "GAAP" means accounting principles generally accepted in the United
States of America, as in effect from time to time.

          "GLOBAL NOTES" means Notes that are in the form of the Notes attached
hereto as Exhibit A-1, including, to the extent that such Notes are required to
bear the Legend required by Section 2.06(f), 144A Global Notes.

          "GOVERNMENT SECURITIES" means the direct obligations of, obligations
fully guaranteed by, or participations in pools consisting solely of obligations
of or obligations guaranteed by the United States of America for the payment of
which guarantee or obligations

                                       -3-
<Page>

the full faith and credit of the United States of America is pledged and which
are not callable or redeemable at the option of the issuer thereof.

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

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

          "INDEBTEDNESS" means, with respect to any person, without duplication:

          (a) all liabilities of such person for borrowed money (including
overdrafts) or for the deferred purchase price of property or services,
excluding any trade payables and other accrued current liabilities incurred in
the ordinary course of business, but including, without limitation, all
obligations, contingent or otherwise, of such person in connection with any
letters of credit and acceptances issued under letter of credit facilities,
acceptance facilities or other similar facilities;

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

          (c) indebtedness of such person created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business;

          (d) all capitalized lease obligations of such person;

          (e) all obligations of such person under or in respect of interest
rate agreements or currency agreements;

          (f) all indebtedness referred to in (but not excluded from) the
preceding clauses of other persons and all dividends of other persons, the
payment of which is secured by (or for which the holder of such indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien or with
respect to property (including, without limitation, accounts and contract
rights) owned by such person, even though such person has not assumed or become
liable for the payment of such indebtedness (the amount of such obligation being
deemed to be the lesser of the value of such property or asset or the amount of
the obligation so secured);

          (g) all Guarantees by such person of indebtedness referred to in this
definition of any other person;

                                       -4-
<Page>

          (h) all Redeemable Capital Stock of such person valued at the greater
of its voluntary or involuntary maximum fixed repurchase price plus accrued and
unpaid dividends; and

          (i) the present value of the obligation of such person as lessee for
net rental payments (excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water, utilities and
similar charges to the extent included in such rental payments) during the
remaining term of the lease included in any sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.

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

          "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional "accredited
investor" as described in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.

          "INTEREST PAYMENT DATE" means the Stated Maturity of an installment of
interest on the Notes.

          "INTEREST RATE" means 4% per annum.

          "ISSUE DATE" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

          "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
given to secure Indebtedness, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction with respect to any such lien, pledge, charge or
security interest).

          "NOTES" has the meaning ascribed to it in the first paragraph of this
Indenture under the caption "Recitals of the Company."

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

          "OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be

                                       -5-
<Page>

signed by an authorized financial or accounting Officer of the Company but need
not contain the information specified in Sections 13.04 and 13.05.

          "OPTIONAL REDEMPTION DATE" means the date specified in the Optional
Redemption Notice as the date for Optional Redemption of the Notes, in
accordance with the terms of the Notes and this Indenture.

          "144A GLOBAL NOTE" means a Global Note in the form of the Note
attached hereto as Exhibit A-1, and that is deposited with and registered in the
name of the Depositary, representing Notes sold in reliance on Rule 144A under
the Securities Act.

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

          "PERMITTED PAYMENTS" shall mean payments on the Notes derived from the
Pledged Securities that are pledged for the benefit of the Holders of the Notes
in accordance with the terms and provisions of the Pledge Agreement.

          "PERMITTED JUNIOR SECURITIES" shall mean any payment or distribution
in the form of equity securities or subordinated securities of the Company or
any successor obligor that, in the case of any such subordinated securities, are
subordinated in right of payment to all Senior Indebtedness that may at the time
be outstanding to at least the same extent as the Notes are so subordinated.

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

          "PLEDGE ACCOUNT" means an account established by the Trustee pursuant
to the terms of the Pledge Agreement for the deposit of the Pledged Securities
purchased by the Company with a portion of the proceeds from the sale of the
Notes.

          "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of the date
hereof, made by the Company in favor of the Trustee, governing the disbursement
of funds from the Pledge Account, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time.

          "PLEDGED SECURITIES" means the Government Securities to be purchased
by the Company and held in the Pledge Account in accordance with the Pledge
Agreement.

          "PRINCIPAL" of a Note means the principal amount due on the Stated
Maturity as set forth on the face of the Note.

                                       -6-
<Page>

          "PROVISIONAL REDEMPTION DATE" means the date specified in the
Provisional Redemption Notice as the date for Provisional Redemption of the
Notes, in accordance with the terms of the Notes and this Indenture.

          "REDEEMABLE CAPITAL STOCK" means any class of the Company's Capital
Stock that, either by its terms, by the terms of any securities into which it is
convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed
(whether by sinking fund or otherwise) prior to the date that is 91 days after
the final scheduled maturity of the Notes, or is redeemable at the option of the
holder thereof at any time prior to such date, or is convertible into or
exchangeable for debt securities at any time prior to such date (unless it is
convertible or exchangeable solely at the Company's option).

          "REDEMPTION DATE" or "REDEMPTION DATE" means the date specified for
redemption of the Notes in accordance with the terms of the Notes and this
Indenture. In the case of a Provisional Redemption pursuant to Section 3.01
hereof, the Redemption Date shall mean the Provisional Redemption Date, and, in
the case of an Optional Redemption pursuant to Section 3.02 hereof, the
Redemption Date shall mean the Optional Redemption Date.

          "REDEMPTION NOTICE" or "NOTICE OF REDEMPTION" shall mean the Optional
Redemption Notice or Provisional Redemption Notice, as applicable, given by the
Company to the Holders in accordance with Section 3.05 hereof.

          "REDEMPTION PRICE" or "REDEMPTION PRICE" when used with respect to any
security to be redeemed, means the price at which such security is to be
redeemed (including accrued and unpaid interest, if any) pursuant to the terms
of this Indenture. In the case of a Provisional Redemption pursuant to
Section 3.01 hereof, the Redemption Price shall mean the Provisional Redemption
Price, and, in the case of an Optional Redemption pursuant to Section 3.02
hereof, the Redemption Price shall mean the Optional Redemption Price.

          "REGISTRATION RIGHTS AGREEMENT" shall mean the registration rights
agreement dated the date hereof between the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Robertson Stephens, Inc., Adams, Harkness & Hill,
Inc. and Lazard Freres & Co. LLC.

          "REGULAR RECORD DATE" means, with respect to the interest payable on
any Interest Payment Date, the close of business on January 15 and July 15
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date.

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

                                       -7-
<Page>

          "RESTRICTED NOTE" means a Note required to bear the Legend, as set
forth in the form of Note attached to this Indenture as Exhibit A-1 and Exhibit
A-2.

          "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the United States Securities Act of 1933 (or
any successor statute), as amended from time to time.

          "SENIOR INDEBTEDNESS" or "SENIOR DEBT" means:

          (a) all Indebtedness of the Company, now or hereafter existing, under
or in respect of the documents and instruments executed in connection therewith,
whether for principal, premium, if any, interest (including interest accruing
after the filing of, or which would have accrued but for the filing of, a
petition by or against the Company under bankruptcy law, whether or not such
interest is allowed as a claim after such filing in any proceeding under such
law) and other amounts due in connection therewith (including, without
limitation, any fees, premiums, expenses, reimbursement obligations with respect
to letters of credit and indemnities), whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed; and

          (b) the principal of, premium, if any, and interest on all other
Indebtedness of the Company (other than the Notes), whether outstanding on
the date of this Indenture or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating
or evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to
the Notes.

          Notwithstanding the foregoing, "Senior Indebtedness" shall not
include:

          (a) Indebtedness evidenced by the Notes;

          (b) Indebtedness of the Company that is expressly subordinated in
right of payment to Senior Indebtedness;

          (c) Indebtedness or other obligations of the Company that by its terms
ranks equal or junior in right of payment to the Notes;

          (d) Indebtedness of the Company that, by operation of law, is
subordinate to any general unsecured obligations of the Company;

          (e) any liability for federal, state or local taxes or other taxes,
owed or owing by the Company;

                                       -8-
<Page>

          (f) accounts payable or other liabilities owed or owing by the Company
to trade creditors (including Guarantees thereof or instruments evidencing such
liabilities);

          (g) amounts owed by the Company for compensation to employees or for
services rendered to the Company;

          (h) Indebtedness of the Company to any Subsidiary or any other
Affiliate of the Company or any of such Affiliate's subsidiaries;

          (i) Capital Stock of the Company;

          (j) Indebtedness evidenced by any Guarantee of any Indebtedness
ranking equal or junior in right of payment to the Notes; and

          (k) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11 of the United States Code, is without
recourse to the Company.

          "SIGNIFICANT SUBSIDIARY" means a Subsidiary of the Company, including
its Subsidiaries, which meets any of the following conditions:

          (a) the Company's and its other Subsidiaries' investments in and
advances to such Subsidiary exceed 10 percent of the total assets of the Company
and its Subsidiaries consolidated as of the end of any two of the three most
recently completed fiscal years; or

          (b) the Company's and its other Subsidiaries' proportionate share of
the total assets of such Subsidiary exceeds 10 percent of the total assets of
the Company and its Subsidiaries consolidated as of the end of any two of the
three most recently completed fiscal years; or

          (c) the Company's and its other Subsidiaries' equity in the income
from continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principles of such Subsidiary
exceeds 10 percent of such income of the Company and its Subsidiaries
consolidated as of the end of any two of the three most recently completed
fiscal years.

          "STATED MATURITY" when used with respect to any Note or any
installment of interest thereon, means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable.

          "SUBSIDIARY" means (i) a corporation, a majority of whose Capital
Stock with voting power, under ordinary circumstances, to elect directors is, at
the date of determination, directly or indirectly owned by the Company, by one
or more subsidiaries of the Company or by the Company and one or more
subsidiaries of the Company, (ii) a partnership in which the Company or a
subsidiary of the Company holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other person (other than a
corporation) in which the Company, a subsidiary of the Company or the Company
and one or more subsidiaries of the Company, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest

                                       -9-
<Page>

or (y) the power to elect or direct the election of a majority of the directors
or other governing body of such person.

          "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, PROVIDED, HOWEVER, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

          "TRADING DAY" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, on the
National Association of Notes Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

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

          "UNITED STATES" means the United States of America (including the
States and the District of Columbia), its territories, its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands) and other areas subject to its
jurisdiction.

          "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include depository receipts
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; PROVIDED that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

          SECTION 1.02. OTHER DEFINITIONS.

<Table>
<Caption>
                                                                   Defined in
     Term                                                            Section
     ----                                                            -------
     <S>                                                             <C>
     "Act"........................................................   1.05(a)
     "Agent Members"..............................................   2.12(f)
</Table>

                                      -10-
<Page>

<Table>
     <S>                                                            <C>
     "Bankruptcy Law".............................................   6.01
     "Change of Control"..........................................   3.10(a)
     "Change of Control Repurchase Date"..........................   3.10(a)
     "Change of Control Repurchase Notice"........................   3.10(d)
     "Change of Control Repurchase Price".........................   3.10(a)
     "Conversion Agent"...........................................   2.03
     "Conversion Price"...........................................  10.01
     "Current Market Price".......................................  10.04(h)
     "Custodian"..................................................   6.01
     "Depositary".................................................   2.01(a)
     "DTC"........................................................   2.01(a)
     "Event of Default"...........................................   6.01
     "excluded securities"........................................  10.04(d)
     "Expiration Time"............................................  10.04(f)
     "fair market value"..........................................  10.04(h)
     "Legal Holiday"..............................................  13.08
     "Legend".....................................................   2.06(f)
     "Make-Whole Payment".........................................   3.01
     "Non-Electing Share".........................................  10.11
     "Non-Payment Default"........................................  11.03(b)
     "Notice Date"................................................   3.01(a)
     "Notice of Default"..........................................   6.01
     "Optional Redemption"........................................   3.02
     "Optional Redemption Notice".................................   3.05
     "Paying Agent"...............................................   2.03
     "Payment Blockage Period"....................................  11.03(b)
     "Payment Default"............................................  11.03(a)
     "Provisional Redemption".....................................   3.01
     "Provisional Redemption Notice"..............................   3.05
     "Purchased Shares"...........................................  10.04(f)
     "QIB"........................................................   2.01(a)
     "Record Date"................................................  10.04(g)
     "Reference Period"...........................................  10.04(d)
     "Registrar"..................................................   2.03
     "Rule 144A Information"......................................   4.06
     "Trigger Event"..............................................  10.04(d)
</Table>

          SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

          The following TIA term used in this Indenture has the following
meaning: "obligor" on the Notes means the Company. All other TIA terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule have the meanings assigned to them by such
definitions.

                                      -11-
<Page>

          SECTION 1.04. RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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

          (c) "or" is not exclusive;

          (d) "including" means including, without limitation; and

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

          SECTION 1.05. ACTS OF HOLDERS.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by their agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

          The ownership of Notes shall be proved by the register for the Notes
or by a certificate of the Registrar.

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

                                      -12-
<Page>

          If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a resolution of the Board of Directors, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for purposes of determining whether Holders of the requisite proportion
of outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

                                    ARTICLE 2

                                    THE NOTES

          SECTION 2.01. FORM AND DATING.

          The Notes and the Trustee's certificate of authentication to be borne
by such Notes shall be substantially in the forms annexed hereto as Exhibits A-1
and A-2, which forms of Notes are incorporated in and made a part of this
Indenture. The terms and provisions contained in the forms of Note shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

          Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and 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 notes may be
listed or designated for issuance, or to conform to usage. The Notes shall be
dated the date of their authentication.

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

                                      -13-
<Page>

          (b) CERTIFICATED NOTES. Notes not issued as interests in Global Notes
will be issued in certificated form substantially in the form of Exhibit A-2
attached hereto. Except as provided in this Section 2.01, 2.06 or 2.12, owners
of beneficial interests in Global Notes will not be entitled to receive physical
delivery of Certificated Notes. Notes offered and sold within the United States
to Institutional Accredited Investors shall be issued, initially in the form of
a Certificated Note, duly executed by the Company and authenticated by the
Trustee as hereinafter provided.

          (c) GLOBAL NOTES IN GENERAL. Each Global Note shall represent such of
the outstanding Notes as shall be specified therein, and each Global Note shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions and conversions.

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

          (d) BOOK-ENTRY PROVISIONS. This Section 2.01(d) shall apply only to
Global Notes deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance with
Section 2.02 hereof, authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depositary or its nominee, (b)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instructions and (c) shall bear legends substantially to the
following effect:

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

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
     NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
     THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
     GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
     RESTRICTIONS

                                      -14-
<Page>

     SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE
     HEREOF."

          SECTION 2.02. EXECUTION AND AUTHENTICATION.

          The Notes shall be executed on behalf of the Company by any Officer.
The signature of the Officer on the Notes may be manual or facsimile.

          Notes bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Notes the proper Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of authentication of such
Notes.

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

          The Trustee shall authenticate and deliver Notes for original issue in
an aggregate principal amount of up to $230,000,000 upon a Company Order without
any further action by the Company. The aggregate principal amount of Notes
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.07.

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

          SECTION 2.03. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar"), an office
or agency where Notes may be presented for purchase or payment ("Paying Agent")
and an office or agency where Notes may be presented for conversion (together
with any other person authorized by the Company to convert Notes in accordance
with the provisions of Article 10 hereof, the "Conversion Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may have one or more co-Registrars, one or more additional Paying Agents
and one or more additional Conversion Agents. The term Paying Agent includes any
additional paying agent, including any named pursuant to Section 4.05. The term
Conversion Agent includes any additional conversion agent, including any named
pursuant to Section 4.05.

          The Company shall enter into an appropriate agency agreements with any
Registrar, Paying Agent, Conversion Agent or co-Registrar, if other than the
Trustee. The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such, and shall be entitled
to appropriate compensation therefor pursuant to Section 7.06. The

                                      -15-
<Page>

Company or any Subsidiary, or an Affiliate of either of them, may act as Paying
Agent, Registrar, Conversion Agent and/or co-Registrar.

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

          SECTION 2.04. PAYING AGENT TO HOLD MONEY AND NOTES IN TRUST.

          Except as otherwise provided herein, on or prior to each due date of
payments in respect of any Note, the Company shall deposit with the Paying Agent
a sum of money (in immediately available funds if deposited on the due date) or,
if applicable in accordance with the provisions of Section 3.10 hereof, shares
of Common Stock sufficient to make such payments when so becoming due. The
Company shall require each Paying Agent (if other than the Trustee) to agree in
writing that such Paying Agent shall (a) hold in trust for the benefit of
Noteholders or the Trustee all money and Common Stock held by the Paying Agent
for the making of payments in respect of the Notes and (b) notify the Trustee of
any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money and Common Stock
so held in trust. If the Company or a Subsidiary, or an Affiliate of either of
them, acts as Paying Agent, it shall segregate the money and Common Stock held
by it as Paying Agent and hold it as a separate trust fund. The Company may, at
any time, require a Paying Agent to pay all money and Common Stock held by it to
the Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for such money or
Common Stock.

          SECTION 2.05. NOTEHOLDER LISTS.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders. If the Trustee is not the Registrar, the Company shall cause to be
furnished to the Trustee, at least semiannually, on August 1 and February 1 of
each year, a listing of Noteholders dated within 15 days of the date on which
the list is furnished and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Noteholders.

          SECTION 2.06. TRANSFER AND EXCHANGE.

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

                                      -16-
<Page>

in connection with the transfer or exchange of the Notes from the Noteholder
requesting such transfer or exchange.

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

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

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

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

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

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

          (f) If Notes are issued upon the transfer, exchange or replacement of
Notes subject to restrictions on transfer and bearing the legends set forth on
the form of Note attached hereto as Exhibits A-1 and A-2 setting forth such
restrictions (collectively, the "Legend"), or if a request is made to remove the
Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Company and
the Registrar such satisfactory evidence, which shall include an Opinion of
Counsel, as may be reasonably required by the Company and the Registrar, that
neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A or Rule 144 under the Securities Act or that such Notes are not

                                      -17-
<Page>

"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Note pursuant to a registration
statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and deliver a Note that
does not bear the Legend. If  the Legend is removed from the face of a Note and
the Note is subsequently held by an Affiliate of the Company, the Legend shall
be reinstated.

          SECTION 2.07. REPLACEMENT NOTES.

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

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

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

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

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

          SECTION 2.08. OUTSTANDING NOTES; DETERMINATIONS OF HOLDERS' ACTION.

          Notes outstanding at any time are all the Notes authenticated by the
Trustee, except for those cancelled by it or delivered to it for cancellation,
those paid pursuant to Section 2.07 and those described in this Section 2.08 as
not outstanding. A Note does not cease to be outstanding because the Company or
an Affiliate thereof holds the Note; PROVIDED, HOWEVER, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Company or any other
obligor upon the Notes or any

                                      -18-
<Page>

Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Notes outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles 6 and 9).

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

          If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Change of Control
Repurchase Date, or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Notes payable on that date, then immediately after
such Redemption Date, Change of Control Repurchase Date or Stated Maturity, as
the case may be, such Notes shall cease to be outstanding and interest on such
Notes shall cease to accrue; PROVIDED THAT, if such Notes are to be redeemed,
the Redemption Notice with respect thereto has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.

          If a Note is converted in accordance with Article 10 hereof, then,
from and after the time of conversion on the conversion date, such Note shall
cease to be outstanding and interest shall cease to accrue on such Note.

          SECTION 2.09. TEMPORARY NOTES.

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

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

                                      -19-
<Page>

          SECTION 2.10. CANCELLATION.

          All Notes surrendered for payment, purchase by the Company,
conversion, redemption or registration of transfer or exchange pursuant to the
provisions of this Indenture shall, if surrendered to any person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. The Company may not issue new Notes to replace Notes
it has paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10. No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section 2.10, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee
shall be disposed of the Trustee in its customary manner and the Trustee shall
deliver a certificate of destruction to the Company.

          SECTION 2.11. PERSONS DEEMED OWNERS.

          Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Note is registered as the owner of such Note for the
purpose of receiving payment of principal of the Note or the payment of any
Redemption Price or Change of Control Repurchase Price in respect thereof, and
interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee, shall be affected by notice
to the contrary.

          SECTION 2.12. GLOBAL NOTES.

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

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

              (ii) RESTRICTIONS ON TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL
NOTE FOR A CERTIFICATED NOTE. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements
set forth below. Upon receipt by the Trustee of a transfer of a beneficial
interest in a Global Note in accordance with Applicable Procedures for a
Certificated Note in the form satisfactory to the Trustee, together with:

                                      -20-
<Page>

               (a) so long as the Notes are Restricted Notes, certification, in
          the form set forth in Exhibit B-1, and, if requested by the Company or
          the Registrar, certification in the form set forth in Exhibit B-2,
          that such beneficial interest in the Global Note is being transferred
          to an Institutional Accredited Investor;

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

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

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

             (iii) TRANSFER AND EXCHANGE OF CERTIFICATED NOTES. When
Certificated Notes are presented to the Registrar with a request:

                   (x)  to register the transfer of such Certificated Notes;
                        or
                   (y)  to exchange such Certificated Notes for an equal
                        principal amount of Certificated Notes of other
                        authorized denominations,

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

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

               (b) so long as such Notes are Restricted Notes, such Notes are
          being transferred or exchanged pursuant to an effective registration
          statement under the Securities Act or pursuant to clause (A), (B) or
          (C) below, and are accompanied by the following additional information
          and documents, as applicable:

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

                                      -21-
<Page>

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

                   (C) if such Certificated Notes are being transferred pursuant
               to an exemption from registration, (i) a certification to that
               effect (in the form set forth in Exhibits B-1 and B-2, if
               applicable) and (ii) if the Company so requests, an opinion of
               counsel or other evidence reasonably satisfactory to them as to
               the compliance with the restrictions set forth in the Legend.

              (iv) RESTRICTIONS ON TRANSFER OF A CERTIFICATED NOTE FOR A
BENEFICIAL INTEREST IN A GLOBAL NOTE. A Certificated Note may not be exchanged
for a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below.

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

               (a) so long as the Notes are Restricted Notes, certification, in
          the form set forth in Exhibit B-1, that such Certificated Note is
          being transferred to a QIB in accordance with Rule 144A; and

               (b) written instructions directing the Trustee to make, or to
          direct the Registrar to make, an adjustment on its books and records
          with respect to such Global Note to reflect an increase in the
          aggregate principal amount of the Notes represented by the Global
          Note, such instructions to contain information regarding the
          Depositary account to be credited with such increase, then the Trustee
          shall cancel such Certificated Note and cause, or direct the Registrar
          to cause, in accordance with the standing instructions and procedures
          existing between the Depositary and the Registrar, the aggregate
          principal amount of Notes represented by the Global Note to be
          increased by the aggregate principal amount of the Certificated Note
          to be exchanged, and shall credit or cause to be credited to the
          account of the Person specified in such instructions a beneficial
          interest in the Global Note equal to the principal amount of the
          Certificated Note so cancelled. If no Global Notes are then
          outstanding, the Company shall issue and the Trustee shall
          authenticate, upon written order of the Company in the form of an
          Officers' Certificate, a new Global Note in the appropriate principal
          amount.

               (c) Subject to the succeeding paragraph, every Note shall be
          subject to the restrictions on transfer provided in the Legend
          including the delivery of an opinion of counsel, if so provided.
          Whenever any Restricted Note is presented or surrendered for
          registration of transfer or for exchange for a Note registered in a
          name other than that of the Holder, such Note must be accompanied by a
          certificate in substantially the form set forth in Exhibit B-1, dated
          the date of such surrender and signed by the Holder of such Note, as
          to compliance with such restrictions on transfer. The Registrar shall
          not be required to accept for such registration of transfer or
          exchange any Note not so accompanied by a properly completed
          certificate.

                                      -22-
<Page>

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

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

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

                   (1) Notwithstanding any other provisions of this Indenture or
               the Notes, except as provided in Section 2.12(a)(ii), a Global
               Note shall not be exchanged in whole or in part for a Note
               registered in the name of any Person other than the Depositary or
               one or more nominees thereof, provided that a Global Note may be
               exchanged for Notes registered in the names of any person
               designated by the Depositary in the event that (i) the Depositary
               has notified the Company that it is unwilling or unable to
               continue as Depositary for such Global Note or such Depositary
               has ceased to be a "clearing agency" registered under the
               Exchange Act, and a successor Depositary is not appointed by the
               Company within 90 days or (ii) an Event of Default has occurred
               and is continuing with respect to the Notes. Any Global Note
               exchanged pursuant to clause (i) above shall be so exchanged in
               whole and not in part, and any Global Note exchanged pursuant to
               clause (ii) above may be exchanged in whole or from time to time
               in part as directed by the Depositary. Any Note issued in
               exchange for a Global Note or any portion thereof shall be a
               Global Note; PROVIDED THAT any such Note so issued that is
               registered in the name of a Person other than the Depositary or a
               nominee thereof shall not be a Global Note.

                                      -23-
<Page>

                   (2) Notes issued in exchange for a Global Note or any portion
               thereof shall be issued in definitive, fully registered form,
               without interest coupons, shall have an aggregate principal
               amount equal to that of such Global Note or portion thereof to be
               so exchanged, shall be registered in such names and be in such
               authorized denominations as the Depositary shall designate and
               shall bear the applicable legends provided for herein. Any Global
               Note to be exchanged in whole shall be surrendered by the
               Depositary to the Trustee, as Registrar. With regard to any
               Global Note to be exchanged in part, either such Global Note
               shall be so surrendered for exchange or, if the Trustee is acting
               as custodian for the Depositary or its nominee with respect to
               such Global Note, the principal amount thereof shall be reduced,
               by an amount equal to the portion thereof to be so exchanged, by
               means of an appropriate adjustment made on the records of the
               Trustee. Upon any such surrender or adjustment, the Trustee shall
               authenticate and deliver the Note issuable on such exchange to or
               upon the order of the Depositary or an authorized representative
               thereof.

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

                   (4) In the event of the occurrence of any of the events
               specified in clause (1) above, the Company will promptly make
               available to the Trustee a reasonable supply of Certificated
               Notes in definitive, fully registered form, without interest
               coupons.

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

                                      -24-
<Page>

          SECTION 2.13. CUSIP NUMBERS.

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

          SECTION 2.14. DEFAULTED INTEREST.

          If the Company defaults in a payment of interest on the Notes, it
shall pay, or shall deposit with the Paying Agent money in immediately available
funds sufficient to pay, the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest, to the Persons who are Holders on a
special record date. The special record date, as used in this Section 2.14 with
respect to the payment of any defaulted interest, shall mean the 15th day
immediately preceding the date fixed by the Company for the payment of defaulted
interest, whether or not such day is a Business Day. At least 15 days before
such special record date, the Company shall mail to each Holder and to the
Trustee a notice that states such special record date, the payment date for the
defaulted interest and the amount of defaulted interest to be paid.

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

          SECTION 3.01. PROVISIONAL REDEMPTION.

          Any time prior to February 1, 2005, the Company may, at its option,
redeem (such redemption being hereinafter referred to as the "Provisional
Redemption") the Notes, in whole at any time or in part from time to time, upon
notice given in accordance with Section 3.05, at a redemption price equal to
$1,000 per $1,000 principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to but excluding the Provisional Redemption Date (such
amount, together with the Make-Whole Payment described below, the "Provisional
Redemption Price"), if:

          (a) the Closing Price of the Common Stock has exceeded 150% of the
Conversion Price (as defined in Article 10 hereof, and as such may be adjusted
from time to time) then in effect for at least 20 Trading Days within a period
of 30 consecutive Trading Days ending on the Trading Day prior to the date on
which the Company mails the Provisional Redemption Notice pursuant to Section
3.05 (the "Notice Date"); and

          (b) during the period that the Company is obligated, pursuant to the
terms of the Registration Rights Agreement, to keep a registration statement
covering resales of the Notes and the Common Stock issuable upon conversion
thereof effective, such registration statement is

                                      -25-
<Page>

effective and available for use as of, and including, the Notice Date through
and including the Provisional Redemption Date.

          If a Provisional Redemption Date is an Interest Payment Date, the
interest on the Notes payable on such Interest Payment Date will be payable to
the Holder of record as of the relevant Regular Record Date, and the Provisional
Redemption Price will not include such interest payment.

          Upon any Provisional Redemption, the Company shall make an additional
cash payment (the "Make-Whole Payment") with respect to the Notes called for
redemption to Holders on the Notice Date in an amount equal to $120 per $1,000
principal amount of the Notes to be redeemed, less the amount of any interest
actually paid on such Notes prior to or on the Provisional Redemption Date. The
Company shall make the Make-Whole Payment on all Notes called for Provisional
Redemption, including any Notes converted into Common Stock after the Notice
Date and before the Provisional Redemption Date.

          SECTION 3.02. OPTIONAL REDEMPTION.

          Except as set forth under Section 3.01 hereof, the Notes are not
redeemable prior to February 1, 2005. On and after February 1, 2005, the Company
may, at its option, redeem (such redemption being hereinafter referred to as the
"Optional Redemption") the Notes, in whole at any time or in part from time to
time, on any date prior to the Stated Maturity, upon notice given in accordance
with Section 3.05, at a redemption price equal to $1,000 per $1,000 principal
amount, plus accrued and unpaid interest, if any, to but excluding Optional
Redemption Date (the "Optional Redemption Price"), if the Closing Price of the
Common Stock has exceeded 140% of the Conversion Price (as defined in Article 10
and as such may be adjusted from time to time) then in effect for at least 20
Trading Days within a period of 30 consecutive Trading Days ending on the
Trading Day prior to the date on which the Company mails the Optional Redemption
Notice pursuant to Section 3.05.

          If a Optional Redemption Date is an Interest Payment Date, the
interest on the Notes payable on such Interest Payment Date will be payable to
the Holder of record as of the relevant Regular Record Date, and the Optional
Redemption Price will not include such interest payment.

          SECTION 3.03. NOTICE OF TRUSTEE.

          If the Company elects to redeem Notes pursuant to the redemption
provisions of Section 3.01 or Section 3.02 hereof, it shall notify the Trustee
at least 30 days prior but not more than 60 days prior to the Redemption Date of
such intended redemption, the Redemption Date, the principal amount of Notes to
be redeemed and the CUSIP numbers of the Notes to be redeemed.

          SECTION 3.04. SELECTION OF NOTES TO BE REDEEMED.

          If fewer than all the Notes are to be redeemed, the Trustee shall
select the particular Notes to be redeemed from the outstanding Notes by a
method that complies with the

                                      -26-
<Page>

requirements of any exchange on which the Notes are listed, or, if the Notes are
not listed on an exchange, on a pro rata basis or by lot or in accordance with
any other method of Trustee considers appropriate. Notes and portions thereof
that the Trustee selects shall be in principal amounts equal to $1,000 or any
whole multiple thereof.

          If any Note selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Note so selected, the converted portion of such Note shall be deemed to be the
portion selected for redemption; provided, however, that the Holder of such Note
so converted and deemed redeemed shall not be entitled to any additional
interest payment as a result of such deemed redemption than such Holder would
have otherwise been entitled to receive upon conversion of such Note. Notes that
have been converted during a selection of Notes to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.

          The Trustee shall promptly notify the Company and the Registrar in
writing of the Notes selected for redemption and, in the case of any Notes
selected for partial redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Notes shall relate, in
the case of any Notes redeemed or to be redeemed only in part, to the portion of
the principal amount of such Notes which has been or is to be redeemed.

          SECTION 3.05. NOTICE OF REDEMPTION.

          Redemption Notices shall be given by the Company, in the manner
provided in Section 13.02 hereof, to the Holders of Notes to be redeemed. Such
notice shall be given not less than 30 nor more than 60 days prior to the
Optional Redemption Date pursuant to Section 3.01 (such notice being referred to
as the "Optional Redemption Notice") or the Provisional Redemption Date pursuant
to Section 3.02 (such notice being referred to as the "Provisional Redemption
Notice").

          All Redemption Notices shall state:

          (1) the Redemption Date;

          (2) the applicable Redemption Price (including the amount of
     Make-Whole Payment in the event of a Provisional Redemption);

          (3) if fewer than all the outstanding Notes are to be redeemed, the
     aggregate principal amount of Notes to be redeemed and the aggregate
     principal amount of Notes which will be outstanding after such partial
     redemption;

          (4) that on the Redemption Date, the applicable Redemption Price
     (including the amount of Make-Whole Payment in the event of a Provisional
     Redemption) will become due and payable upon each such Note to be redeemed,
     and that interest thereon shall cease to accrue on and after such
     Redemption Date;

                                      -27-
<Page>

          (5) the Conversion Price then in effect, the date on which the right
     of the Holders to convert the principal of the Notes to be redeemed will
     terminate, and the places where such Notes may be surrendered for
     conversion;

          (6) the place or places where such Notes are to be surrendered for
     payment of the applicable Redemption Price; and

          (7) the CUSIP number of the Notes.

          The Redemption Notice shall specify the last date on which exchanges
or transfers of Notes may be made pursuant to Section 2.06 hereof, and shall
specify the serial numbers of Notes and the portions thereof called for
redemption.

          Redemption Notices relating to Notes to be redeemed at the election of
the Company shall be given by the Company.

          SECTION 3.06. EFFECT OF NOTICE OF REDEMPTION.

          Notice of redemption having been given as provided in Section 3.05
hereof, the Notes so to be redeemed shall, on the Redemption Date, become due
and payable at the applicable Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
applicable Redemption Price) such Notes shall cease to bear interest.

          Upon surrender of any such Note for redemption in accordance with such
notice, such Note shall be paid by the Company at the applicable Redemption
Price (which shall include accrued and unpaid interest, if any, and a Make-Whole
Payment in the case of a Provisional Redemption); PROVIDED, HOWEVER, that the
installments of interest on Notes whose Stated Maturity is prior to or on the
Redemption Date shall be payable to the Holders of such Notes, registered as
such on the relevant Regular Record Date according to their terms and the
provisions of Article 2 hereof and, with respect to a Provisional Redemption,
the Holder on the Notice Date of any Note converted into Common Stock after the
Notice Date and before the Provisional Redemption Date shall have the right to
receive the Make-Whole Payment regardless of the conversion of such Note.

          If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and premium, if any, shall, until paid,
bear interest from and including the applicable Redemption Date at the Interest
Rate.

          SECTION 3.07. DEPOSIT OF REDEMPTION PRICE.

          Prior to or on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent an amount of money sufficient to pay the
applicable Redemption Price (including accrued and unpaid interest, if any, and,
with respect to a Provisional Redemption, Make-Whole Payments due on the
Provisional Redemption Date with respect to the Notes) of all the Notes to be
redeemed on that Redemption Date, other than any Notes called for redemption on
that date which have been converted prior to the date of such deposit (subject
to the right of

                                      -28-
<Page>

the Holder of such Note to receive Make-Whole Payments, as provided in Section
3.01 and Section 3.06 hereof in the case of a Provisional Redemption).

          If any Note called for redemption is thereafter converted, any money
deposited with the Trustee or with a Paying Agent or so segregated and held in
trust for the payment of the Redemption Price for such Note shall (subject to
any right of the Holder of such Note to receive interest as provided in Section
4.01 hereof or Make-Whole Payments as provided in Sections 3.01 and 3.06 hereof)
be paid to the Company on a Company Request or, if then held by the Company or
any Subsidiary, or an Affiliate of either of them, shall be discharged from such
trust.

          SECTION 3.08. NOTES REDEEMED IN PART.

          Any Note which is to be redeemed only in part shall be surrendered at
an office or agency of the Company designated for that purpose pursuant to
Section 4.05 hereof (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or the Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Note without
service charge, a new Note or Notes of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Note so surrendered.

          SECTION 3.09. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

          In connection with any redemption of Notes, the Company may arrange
for the purchase and conversion of any Notes called for redemption by an
agreement with one or more investment banks or other purchasers to purchase such
Notes by paying to the Trustee in trust for the benefit of the Noteholders, at
or prior to 10:00 a.m., New York City time, on the Redemption Date, an amount
that, together with any amounts deposited with the Trustee by the Company for
the redemption of such Notes, is not less than the Redemption Price of such
Notes. Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Notes shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Notes not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 10) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Redemption Date, subject to
payment of the above amount as aforesaid. The Trustee shall hold and pay to the
Holders whose Notes are selected for redemption any such amount paid to it for
purchase and conversion in the same manner as it would moneys deposited with it
by the Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any

                                      -29-
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Notes between the Company and such purchasers, including the costs and expenses
incurred by the Trustee in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

          SECTION 3.10. REPURCHASE OF NOTES AT OPTION OF THE HOLDER UPON CHANGE
OF CONTROL.

          (a) If there shall have occurred a Change of Control, all or any
portion of the Notes of any Holder equal to $1,000 or a whole multiple of
$1,000, not previously called for redemption, shall be repurchased by the
Company, at the option of such Holder, at a repurchase price equal to 100% of
the principal amount of the Notes to be repurchased, together with interest
accrued and unpaid to, but excluding, the repurchase date (such amount payable
being, the "Change of Control Repurchase Price"), on the date that is no later
than 30 days after notice of the occurrence of a Change of Control is given by
the Company or the Trustee (such repurchase date being, the "Change of Control
Repurchase Date") in accordance with Section 3.10(c); PROVIDED, HOWEVER, that
installments of interest on Notes whose Stated Maturity is prior to or on the
Change of Control Repurchase Date shall be payable to the Holders of such Notes,
registered as such on the relevant Regular Record Date according to their terms.
Such right to require the repurchase of the Notes shall not continue after a
discharge of the Company from its obligations with respect to the Notes in
accordance with Article 8 hereof, unless a Change of Control shall have occurred
prior to such discharge.

          Subject to the fulfillment by the Company of the conditions set forth
in Section 3.10(b) hereof, the Company may elect to pay the Change of Control
Repurchase Price by delivering the number of shares of Common Stock equal to (i)
the Change of Control Repurchase Price divided by (ii) 95% of the average of the
Closing Prices per share of Common Stock for the five consecutive Trading Days
ending on the third Trading Day prior to the Change of Control Repurchase Date.

          Whenever in this Indenture (including in the terms of the Notes
attached hereto as Exhibit A-1 or Exhibit A-2) there is a reference, in any
context, to the principal of any Note as of any time, such reference shall be
deemed to include reference to the Change of Control Repurchase Price payable in
respect to such Note to the extent that such Change of Control Repurchase Price
is, was or would be so payable at such time, and express mention of the Change
of Control Repurchase Price in any provision of this Indenture shall not be
construed as excluding the Change of Control Repurchase Price in those
provisions of this Indenture when such express mention is not made; PROVIDED,
HOWEVER, that, for the purposes of Article 11 hereof, such reference shall be
deemed to include reference to the Change of Control Repurchase Price only to
the extent the Change of Control Repurchase Price is payable in cash.

          A "Change of Control" of the Company shall be deemed to have occurred
at such time as any of the following events shall occur:

               (i) the acquisition by any person, including any syndicate or
group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, of
beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of

                                      -30-
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transactions of shares of the Capital Stock of the Company entitling that person
to exercise 50% or more of the total voting power of all shares of Capital Stock
entitled to vote generally in elections of directors, other than any acquisition
by the Company, any of its subsidiaries or any of the employee benefit plans;

              (ii) any consolidation or merger of the Company with or into any
other person, any merger of another person into the Company, or any conveyance,
transfer, sale, lease or other disposition of all or substantially all of the
Company's properties and assets to another person, other than:

                   (A) any transaction (x) that does not result in any
               reclassification, conversion, exchange or cancellation of
               outstanding shares of the Capital Stock and (y) pursuant to which
               holders of the Capital Stock immediately prior to the transaction
               have the entitlement to exercise, directly or indirectly, 50% or
               more of the total voting power of all shares of the Capital Stock
               entitled to vote generally in the election of directors of the
               continuing or surviving person immediately after the transaction;
               or

                   (B) any merger solely for the purpose of changing the
               Company's jurisdiction of incorporation and resulting in a
               reclassification, conversion or exchange of outstanding shares of
               Common Stock solely into shares of Common Stock of the surviving
               entity;

             (iii) during any consecutive two-year period, individuals who at
the beginning of that two-year period constituted the Board of Directors
(together with any new directors whose election to the Board of Directors, or
whose nomination for election by the stockholders, was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
board of directors then in office; or

              (iv) any liquidation or dissolution of the Company or the
stockholders of the Company shall pass a resolution approving a plan of
liquidation or dissolution of the Company.

          (b) The following are conditions to the Company's election to pay for
the Change of Control Repurchase Price in shares of Common Stock:

               (i) The shares of Common Stock to be issued upon repurchase of
Notes hereunder:

                   (A) shall not require registration under any federal
               securities law before such shares may be freely transferable
               without being subject to any transfer restrictions under the
               Securities Act upon repurchase or, if such registration is
               required, such registration shall be completed and shall become
               effective prior to the Change of Control Repurchase Date; and

                                      -31-
<Page>

                   (B) shall not require registration with, or approval of, any
               governmental authority under any state law or any other federal
               law before shares may be validly issued or delivered upon
               repurchase or if such registration is required or such approval
               must be obtained, such registration shall be completed or such
               approval shall be obtained prior to the Change of Control
               Repurchase Date.

               (ii)  The shares of Common Stock to be issued upon repurchase of
Notes hereunder are, or shall have been, approved for listing on the Nasdaq
National Market or the New York Stock Exchange or listed on another national
securities exchange, in any case, prior to the Change of Control Repurchase
Date.

               (iii) All shares of Common Stock which may be issued upon
repurchase of Notes will be issued out of the Company's authorized but unissued
Common Stock or Common Stock held in treasury and will, upon issue, be duly and
validly issued and fully paid and nonassessable and free of any preemptive or
similar rights.

               (iv)  If any of the conditions set forth in clauses (i) through
(iii) of this Section 3.10(b) are not satisfied in accordance with the terms
thereof, the Change of Control Repurchase Price shall be paid by the Company
only in cash.

          (c) Unless the Company shall have theretofore called for redemption
all of the outstanding Notes, on or prior to the 30th day after the occurrence
of a Change of Control, the Company, or, at the written request and expense of
the Company, the Trustee, shall give to all Noteholders, in the manner provided
in Section 13.02 hereof, notice of the occurrence of the Change of Control and
of the repurchase right set forth herein arising as a result thereof. If the
Trustee is requested to give such notice, the Company will provide the written
request at least one (1) day prior. The Company shall also deliver a copy of
such notice of a repurchase right to the Trustee. The notice shall include a
form of Change of Control Repurchase Notice (as defined in Section 3.10(d)) to
be completed by the Noteholder and shall state:

          (1)  briefly, the events causing a Change of Control and the date of
     such Change of Control;

          (2)  the date by which the Change of Control Repurchase Notice
     pursuant to this Section 3.10 must be given;

          (3)  the Change of Control Repurchase Date;

          (4)  the Change of Control Repurchase Price and the form of payment;

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

          (6)  the Conversion Price then in effect and any adjustments thereto;

          (7)  that Notes as to which a Change of Control Repurchase Notice has
     been given may be converted pursuant to Article 10 hereof only if the
     Change of Control

                                      -32-
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     Repurchase Notice, if duly given, has been withdrawn in accordance with the
     terms of this Indenture;

          (8)  that Notes must be surrendered to the Paying Agent to collect
     payment;

          (9)  that the Change of Control Repurchase Price for any Note as to
     which a Change of Control Repurchase Notice has been duly given and not
     withdrawn will be paid promptly on the later of the Change of Control
     Repurchase Date and the time of surrender of such Note as described in (8)
     above and Section 3.10(d) below;

          (10) briefly, the procedures the Holder must follow to exercise rights
     under this Section 3.10;

          (11) briefly, the conversion rights of the Notes;

          (12) the procedures for withdrawing a Change of Control Repurchase
     Notice;

          (13) that, unless the Company defaults in making payment of such
     Change of Control Repurchase Price, interest on Notes for which a Change of
     Control Repurchase Notice has been delivered will cease to accrue on and
     after the Change of Control Repurchase Date; and

          (14) the CUSIP number of the Notes.

          (d)  A Holder may exercise its rights specified in Section 3.10(a)
hereof upon delivery of a written notice of purchase (a "Change of Control
Repurchase Notice") to the Paying Agent at any time prior to the close of
business on the Change of Control Repurchase Date, stating:

          (1)  the certificate number of the Note which the Holder will deliver
     to be repurchased;

          (2)  the portion of the principal amount of the Note which the Holder
     will deliver to be repurchased, which portion must be $1,000 or an integral
     multiple thereof; and

          (3)  that such Note shall be repurchased pursuant to the terms and
     conditions specified in paragraph 7 of the Notes.

          The delivery by the Holder of the Note to be repurchased to the Paying
Agent, together with all necessary endorsements, at the offices of the Paying
Agent shall be a condition to the receipt by the Holder of the Change of Control
Repurchase Price therefor; provided, however, that such Change of Control
Repurchase Price shall be so paid pursuant to this Section 3.10 only if the Note
so delivered to the Paying Agent shall conform in all respects to the
description thereof set forth in the related Change of Control Repurchase
Notice.

          The Company shall purchase from the Holder thereof, pursuant to this
Section 3.10, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple

                                      -33-
<Page>

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

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.10 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Change of Control
Repurchase Date and the time of delivery of the Note to the Paying Agent in
accordance with this Section 3.10.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change of Control Repurchase Notice contemplated by this
Section 3.10(d) shall have the right to withdraw such Change of Control
Repurchase Notice at any time prior to the close of business on the Change of
Control Repurchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 3.11.

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

          SECTION 3.11. EFFECT OF CHANGE OF CONTROL REPURCHASE NOTICE.

          Upon receipt by the Paying Agent of the Change of Control Repurchase
Notice specified in Section 3.10(d), the Holder of the Note in respect of which
such Change of Control Repurchase Notice was given shall (unless such Change of
Control Repurchase Notice is withdrawn as specified in this Section 3.11)
thereafter be entitled to receive solely the Change of Control Repurchase Price
with respect to such Note. Such Change of Control Repurchase Price shall be paid
to such Holder, subject to receipts of funds and/or Notes by the Paying Agent,
promptly following the later of (x) the Change of Control Repurchase Date with
respect to such Note (provided the conditions in Section 3.10(d) have been
satisfied) and (y) the time of delivery of such Note to the Paying Agent by the
Holder thereof in the manner required by Section 3.10(d). Notes in respect of
which a Change of Control Repurchase Notice, has been given by the Holder
thereof may not be converted pursuant to Article 10 hereof on or after the date
of the delivery of such Change of Control Repurchase Notice, unless such Change
of Control Repurchase Notice has first been validly withdrawn as specified in
this Section 3.11.

          A Change of Control Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent at any
time prior to the close of business on the Change of Control Repurchase Date
specifying:

          (1) the certificate number of the Note in respect of which such notice
     of withdrawal is being submitted;

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

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

                                      -34-
<Page>

          Notwithstanding the delivery of any Change of Control Repurchase
Notice by any Holder, there shall be no repurchase of any Notes by the Company
pursuant to Section 3.10 if there has occurred and is continuing an Event of
Default, other than a default in the payment of the Change of Control Repurchase
Price with respect to such Notes. The Paying Agent will promptly return to the
respective Holders thereof any Notes (x) with respect to which a Change of
Control Repurchase Notice has been withdrawn in compliance with this Indenture,
or (y) held by it during the continuance of an Event of Default (other than a
default in the payment of the Change of Control Repurchase Price with respect to
such Notes), in which case, upon such return, the Change of Control Repurchase
Notice with respect thereto shall be deemed to have been withdrawn.

          SECTION 3.12. DEPOSIT OF CHANGE OF CONTROL REPURCHASE PRICE.

          Prior to 10:00 a.m. (New York City time) on the Business Day following
the Change of Control Repurchase Date, the Company shall deposit with the
Trustee or with the Paying Agent (or, if the Company or any Subsidiary, or an
Affiliate of either of them, is acting as the Paying Agent, the Company, such
Subsidiary or such Affiliate shall segregate and hold in trust as provided in
Section 2.04 hereof) an amount of money in immediately available funds or shares
of Common Stock, if permitted hereunder, sufficient to pay the aggregate Change
of Control Repurchase Price of all the Notes or portions thereof which are to be
purchased as of the Change of Control Repurchase Date.

          SECTION 3.13. NOTES PURCHASED IN PART.

          Any Note which is to be repurchased only in part shall be surrendered
at the office of the Paying Agent (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Note, without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the portion of the principal amount of the Note so
surrendered which is not repurchased.

          SECTION 3.14. COVENANT TO COMPLY WITH SECURITIES LAWS UPON PURCHASE OF
NOTES.

          In connection with any offer to purchase or repurchase Notes under
Section 3.10 hereof (provided that such offer or purchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes
any successor provision thereto) under the Exchange Act at the time of such
offer or purchase), the Company shall (i) comply with Rule 13e-4, Rule 14e-1 and
any other tender offer rules under the Exchange Act which may then be
applicable, (ii) file the related Schedule TO (or any successor schedule, form
or report) or any other schedule required under the Exchange Act, and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Section 3.10 to be exercised in the time and in the
manner specified in Section 3.10.

                                      -35-
<Page>

          SECTION 3.15. REPAYMENT TO THE COMPANY.

          The Trustee and the Paying Agent shall return to the Company any cash
or shares of Common Stock that remain unclaimed as provided in paragraph 13 of
the Notes, together with interest or dividends, if any, thereon, held by them
for the payment of the Change of Control Repurchase Price; PROVIDED, HOWEVER,
that to the extent that the aggregate amount of cash or shares of Common Stock
deposited by the Company pursuant to Section 3.12 hereof exceeds the aggregate
Change of Control Repurchase Price of the Notes or portions thereof which the
Company is obligated to purchase as of the Change of Control Repurchase Date,
then promptly (but no later than 3 Business Days) following the Change of
Control Repurchase Date, the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon.

                                    ARTICLE 4

                                    COVENANTS

          SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST ON THE NOTES.

          The Company will duly and punctually pay the principal of and premium,
if any, and interest in respect of the Notes in accordance with the terms of the
Notes and this Indenture. The Company will deposit or cause to be deposited with
the Trustee, as directed by the Trustee, no later than the day of the Stated
Maturity of any Note or installment of interest, all payments so due. Principal
amount, Redemption Price, Change of Control Repurchase Price, and cash interest
shall be considered paid on the applicable date due if, on such date (or, in the
case of a Change of Control Repurchase Price on the Business Day following the
applicable Change of Control Repurchase Date), the Trustee or the Paying Agent
holds, in accordance with this Indenture, money or shares of Common Stock, if
permitted hereunder, sufficient to pay all such amounts then due.

          The Company shall, to the extent permitted by law, pay cash interest
on overdue amounts at the Interest Rate, compounded semi-annually, which
interest shall accrue from the date such overdue amount was originally due to
the date that such overdue amount, including any interest thereon, has been made
or duly provided for in full. All such interest shall be payable on demand.

          SECTION 4.02. SEC AND OTHER REPORTS.

          The Company shall file with the Trustee, within 15 days after it files
such annual and quarterly reports, information, documents and other reports with
the SEC, copies of its annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the
Company is at any time no longer subject to the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act, it shall continue to provide
the Trustee with reports containing substantially the same information as would
have been required to be filed with the SEC had the Company continued to have
been subject to such reporting requirements. In such

                                      -36-
<Page>

event, such reports shall be provided at the times the Company would have been
required to provide reports had it continued to have been subject to such
reporting requirements. The Company also shall comply with the other provisions
of TIA Section 314(a). Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Company's compliance with any of its covenants hereunder (us to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

          SECTION 4.03. COMPLIANCE CERTIFICATE.

          The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on
September 30, 2002), an Officer's Certificate, stating whether or not, to the
best knowledge of the signer thereof, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

          SECTION 4.04. 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 4.05. MAINTENANCE OF OFFICE OR AGENCY.

          The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion
Agent where Notes may be presented or surrendered for payment, where Notes may
be surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The office of The Bank of New York,
located at 5 Penn Plaza, Thirteenth Floor, New York, New York 10001, attention:
Corporate Trust Department, shall initially be such office or agency for all of
the aforesaid purposes. The Company shall give prompt written notice to the
Trustee of the location, and of any change in the location, of any such office
or agency (other than a change in the location of the office of the Trustee). If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 13.02.

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

                                      -37-
<Page>

          SECTION 4.06. DELIVERY OF CERTAIN INFORMATION.

          At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a holder or any beneficial holder of Notes
or shares of Common Stock issued upon conversion thereof, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder or any beneficial holder of Notes or holder of shares of
Common Stock issued upon conversion of Notes, or to a prospective purchaser of
any such security designated by any such holder, as the case may be, to the
extent required to permit compliance by such Holder or holder with Rule 144A
under the Securities Act in connection with the resale of any such security.
"Rule 144A Information" shall be such information as is specified pursuant to
Rule 144A(d)(4) under the Securities Act.

          SECTION 4.07. SUBORDINATION.

          The Company shall not and will not permit its subsidiaries or other
business units to incur, create, assume, guarantee or in any other manner become
directly or indirectly liable with respect to or responsible for, or permit to
remain outstanding (other than if required by law), any Indebtedness that is
subordinated or junior in right of payment to Senior Indebtedness unless such
Indebtedness ranks equal or junior in right of payment to the Notes.

                                    ARTICLE 5

                           MERGERS AND SALES OF ASSETS

          SECTION 5.01. WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.

          The Company shall not, without the consent of the Holders, consolidate
with, merge into or, transfer all or substantially all of its assets to any
other Person, unless:

          (a) either (1) the Company shall be the continuing corporation or (2)
the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by, transfer all or
substantially all of the assets of the Company (i) shall be organized and
validly existing under the laws of the United States and (ii) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all of the obligations
of the Company under the Notes and this Indenture;

          (b) at the time of such transaction, 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

          (c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, or transfer and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture, comply with this Article 5
and that all conditions precedent herein provided for relating to such
transaction have been satisfied.

                                      -38-
<Page>

          For purposes of the foregoing, the transfer of the properties and
assets of one or more Subsidiaries (other than to the Company or another
Subsidiary), which, if such assets were owned by the Company, would constitute
all or substantially all of the properties and assets of the Company, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

          The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such, transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company herein; and thereafter, except in the case of
obligations the Company may have under a supplemental indenture pursuant to
Section 10.11, the Company shall be discharged from all obligations and
covenants under this Indenture and the Notes. Subject to Section 9.06, the
Company, the Trustee and the successor person shall enter into a supplemental
indenture to evidence the succession and substitution of such successor person
and such discharge and release of the Company.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

          SECTION 6.01. EVENTS OF DEFAULT.

          An "Event of Default" occurs if:

          (1) the Company fails to pay when due the principal of or premium, if
     any, on any of the Notes at maturity, upon redemption or exercise of a
     repurchase right or otherwise, whether or not such payment is prohibited by
     Article 11 of this Indenture;

          (2) the Company fails to pay an installment of interest (including
     liquidated damages, if any) on any of the Notes on an Interest Payment
     Date, and such failure to pay continues for 30 days after the such Interest
     Payment Date, whether or not such payment is prohibited by Article 11 of
     this Indenture, PROVIDED THAT a failure to make any of the first six
     scheduled interest payments on the Notes within three Business Days after
     the applicable Interest Payment Date will constitute an Event of Default
     with no additional grace or cure period;

          (3) the Company fails to deliver shares of Common Stock, together with
     cash in lieu of fractional shares, when such Common Stock or cash in lieu
     of fractional shares is required to be delivered upon conversion of a Note
     pursuant to Article 10 hereof or upon exercise of a repurchase right
     pursuant to Section 3.10 hereof, and such failure continues for 10 days
     after the delivery due date;

          (4) the Company fails to perform or observe any other term, covenant
     or agreement contained in the Notes or this Indenture for a period of 60
     days after receipt by the Company of a Notice of Default (as defined in
     this Section 6.01);

                                      -39-
<Page>

          (5) one or more defaults in the payment of principal of or premium, if
     any, on any of the Company's Indebtedness aggregating $5.0 million or more,
     when the same becomes due and payable at the scheduled maturity thereof,
     and such default or defaults shall have continued after any applicable
     grace period and shall not have been cured or waived within a 30-day period
     after the date of such default, or (B) any of the Company's Indebtedness
     aggregating $5.0 million or more shall have been accelerated or otherwise
     declared due and payable, or required to be prepaid or repurchased (other
     than by regularly scheduled required prepayment) prior to the scheduled
     maturity thereof and such acceleration is not rescinded or annulled within
     a 30-day period after the date of such acceleration;

          (6) the Company or any Significant Subsidiary pursuant to or under or
     within the meaning of any Bankruptcy Law:

              (A) commences a voluntary case or proceeding;

              (B) consents to the entry of an order for relief against it in an
          involuntary case or proceeding or the commencement of any case against
          it;

              (C) consents to the appointment of a Custodian of it or for any
          substantial part of its property;

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

              (E) files a petition in bankruptcy or answer or consent seeking
          reorganization or relief; or

              (F) consents to the filing of such a petition or the appointment
          of or taking possession by a Custodian; and

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

              (A) is for relief against the Company or any Significant
          Subsidiary in an involuntary case or proceeding, or adjudicates the
          Company or any Significant Subsidiary insolvent or bankrupt;

              (B) appoints a Custodian of the Company or any Significant
          Subsidiary or for any substantial part of its or their properties; or

              (C) orders the winding up or liquidation of the Company or any
          Significant Subsidiary;

     and the order or decree remains unstayed and in effect for 60 days.

          (8) the Pledge Agreement shall cease to be in full force and effect
     (unless it shall have been terminated in accordance with its terms) or
     enforceable in accordance with its terms.

                                      -40-
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          "Bankruptcy Law" means Title 11, United States Code, or any similar
federal or state law for the relief of debtors.

          "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

          A Default under clause (4) above is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding notify the
Company and the Trustee in writing, of the Default and the Company does not cure
such Default (and such Default is not waived) within the time specified in
clause (4) above after actual receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default."

          The Company will deliver to the Trustee, within five Business Days of
becoming aware of the occurrence of an Event of Default, written notice thereof.
In addition, the Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the lapse of time would become an Event of Default under clause (4) above, its
status and what action the Company is taking or proposes to take with respect
thereto.

          SECTION 6.02. ACCELERATION.

          If an Event of Default (other than an Event of Default specified in
Section 6.01(6) or (7) above) occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Notes at the time outstanding by notice to the Company and the
Trustee, may declare the notes immediately due and payable at their principal
amount, together with accrued and unpaid interest, if any. Upon such declaration
of acceleration, the principal amount and accrued and unpaid interest, if any,
to the date of payment on the aggregate principal amount of Notes at the time
outstanding shall be immediately due and payable.

          If an Event of Default specified in Section 6.01(6) or (7) above
occurs and is continuing, then the principal and accrued and unpaid interest, if
any, on the aggregate principal amount of the Notes then outstanding shall
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Noteholders.

          The Holders of a majority in aggregate principal amount of the Notes
at the time outstanding, by written notice to the Trustee (and without notice to
any other Noteholder), may rescind or annul a declaration of acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived (except
nonpayment of the principal and any accrued cash interest that have become due
solely as a result of acceleration) and if all amounts due to the Trustee under
Section 7.06 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

                                      -41-
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          SECTION 6.03. OTHER REMEDIES.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of the principal, the
premium, if any, and any accrued cash interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Notes or produce any of the Notes in the proceeding. A delay
or omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of, or acquiescence in, the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

          SECTION 6.04. WAIVER OF PAST DEFAULTS.

          The Holders of a majority in aggregate principal amount of the Notes
at the time outstanding, by written notice to the Trustee (and without notice to
any other Noteholder), may waive an existing Default and its consequences except
(1) an Event of Default described in Section 6.01(1), (2) or (3), (2) a Default
in respect of a provision that under Section 9.02 cannot be amended without the
consent of each Noteholder affected or (3) a Default which consists of a failure
to convert any Note in accordance with the terms of Article 11. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any subsequent
or other Default or impair any consequent right. This Section 6.04 shall be in
lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

          SECTION 6.05. CONTROL BY MAJORITY.

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

          SECTION 6.06. LIMITATION ON SUITS.

          A Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:

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

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

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

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

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

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

          SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture, the right of
any Holder (a) to receive payment of the principal amount, premium, if any, the
Redemption Price, Change of Control Repurchase Price or any accrued cash
interest in respect of the Notes held by such Holder, on or after the respective
due dates expressed in the Notes or any Redemption Date or any Change of Control
Repurchase Date, as applicable, (b) to convert the Notes in accordance with
Article 10, or (c) to bring suit for the enforcement of any such payment on or
after such respective dates or the right to convert, shall not be impaired or
affected adversely without the consent of such Holder.

          SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

          If an Event of Default described in Section 6.01(1) or (2) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount owing with respect
to the Notes and the amounts provided for in Section 7.06.

          SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal amount, Redemption Price, Change
of Control Repurchase Price or any accrued cash interest in respect of the Notes
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of the principal
amount, Redemption Price, Change of Control Repurchase Price or any accrued cash
interest and to file

                                      -43-
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such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel or
any other amounts due the Trustee under Section 7.06) and of the Holders allowed
in such judicial proceeding, and

          (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

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

          SECTION 6.10. PRIORITIES.

          Subject to the provisions of the Pledge Agreement and Article 12 of
this Indenture, if the Trustee collects any money pursuant to this Article 6, it
shall pay out the money in the following order:

          (1) to the Trustee for amounts due under Section 7.06;

          (2) to Noteholders for the amount of principal due and unpaid on the
     Notes, the Redemption Price, the Change of Control Repurchase Price or any
     accrued cash interest as the case may be, ratably, without preference or
     priority of any kind, according to such amounts due and payable on the
     Notes; and

          (3) the balance, if any, to the Company.

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

          SECTION 6.11. UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit,

                                      -44-
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having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10%
in aggregate principal amount of the Notes at the time outstanding. This
Section 6.11 shall be in lieu of Section 315(e) of the TIA and such
Section 315(e) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

          SECTION 6.12. WAIVER OF STAY, EXTENSION OR USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the principal
amount, Redemption Price, Change of Control Repurchase Price or any accrued cash
interest in respect of Notes, or any interest on such amounts, as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

          SECTION 7.01. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT.

          The Trustee, prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all such 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 hereunder
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 man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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

              (i) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Indenture, and the 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 against the Trustee; and

                                      -45-
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             (ii) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statements, certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such statements, certificates or opinions
which by any provision 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 (but need not
confirm or investigate the accuracy of any mathematical calculation or other
facts stated therein);

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

          (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 pursuant to Section 6.05 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.

          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.

          The provisions of this Section 7.01 are in furtherance of and subject
to Sections 315 and 316 of the TIA.

          SECTION 7.02. CERTAIN RIGHTS OF THE TRUSTEE.

          In furtherance of and subject to the TIA and subject to Section 7.01:

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

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

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

                                      -46-
<Page>

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

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

          (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon,
security, or other paper or document unless requested in writing to do so by the
Holders of not less than a majority in aggregate principal amount of the Notes
then outstanding; provided 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 this
Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Company or, if paid by the Trustee or any
predecessor trustee, shall be repaid by the Company upon demand;

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

          (h) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Office of the Trustee, and
such notice references the Securities and this Indenture;

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

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

                                      -47-
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          SECTION 7.03. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
NOTES OR APPLICATION OF PROCEEDS THEREOF.

          The recitals contained herein and in the Notes, except the Trustee's
certificates 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 representation as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of any of the Notes or of the proceeds thereof.

          SECTION 7.04. TRUSTEE AND AGENTS MAY HOLD NOTES; COLLECTIONS, ETC.

          The Trustee or any agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes with
the same rights it would have if it were not the Trustee or such agent and,
subject to Sections 7.08 and 7.13, if operative, may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee or such agent.

          SECTION 7.05. MONEYS HELD BY TRUSTEE.

          Subject to the provisions of Section 8.02 hereof, all moneys received
by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law.
Neither the Trustee nor any agent of the Company or the Trustee shall be under
any liability for interest on any moneys received by it hereunder.

          SECTION 7.06. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM.

          The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) to be agreed to in writing from time to time between the
Trustee and the Company, and the Company covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense that shall be determined by a court of competent jurisdiction to have
been caused by the Trustee's own negligence or bad faith. The Company also
covenants to fully indemnify the Trustee and each predecessor Trustee for, and
to hold it harmless against, any and all loss, liability, claim, damage or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Company under this Section 7.06 to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of

                                      -48-
<Page>

the Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular Notes,
and the Notes are hereby effectively subordinated to such senior claim to such
extent. The provisions of this Section 7.06 shall survive the termination of
this Indenture and the resignation or removal of the Trustee. When the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 6.01 or in connection with Article Six hereof, the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for services in connection therewith are to constitute the expenses of
administration under any bankruptcy law.

          SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.

          Subject to Sections 7.01 and 7.02, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or 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 certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

          SECTION 7.08. CONFLICTING INTERESTS.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the TIA, 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 TIA.

          SECTION 7.09. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.

          The Trustee shall at all times be a corporation or banking association
having a combined capital and surplus of at least $10,000,000. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then, for the purposes of this Section 7.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

          SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

          (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Notes by giving
written notice of resignation to the Company and by mailing notice thereof by
first class mail to the Holders of Notes at their last addresses as they shall
appear on the Note register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee or trustees by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor

                                      -49-
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trustee or trustees. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Noteholder who
has been a bona fide Holder of a Note for at least six months may, subject to
the provisions of Section 7.11, on behalf of himself and all others similarly
situated, petition at the expense of the Company 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 the provisions of
Section 7.08 with respect to any Notes after written request therefor by the
Company or by any Noteholder who has been a bona fide Holder of a Note for at
least six months; or

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

              (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver or liquidator 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; or

              (iv)  the Company shall determine that the Trustee has failed to
perform its obligations under this Indenture in any material respect;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, 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 7.11, any Noteholder who has been a bona
fide Holder of a Note for at least six 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. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition at the
expense of the Company a court of competent jurisdiction for the appointment of
a successor trustee.

          (c) The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may at any time remove the Trustee and appoint a
successor trustee by delivering to the Trustee so removed, to the successor
trustee so appointed and to the Company the evidence provided for in
Section 1.05 of the action in that regard taken by the Noteholders.

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

                                      -50-
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          SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

          Any successor trustee appointed as provided in Section 7.10 shall
execute 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
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee hereunder; but, nevertheless, on the
written request of the Company or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. 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 prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 7.06.

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

          Upon acceptance of appointment by any successor trustee as provided in
this Section 7.11, the Company shall mail notice thereof by first class mail to
the Holders of Notes at their last addresses as they shall appear in the
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 7.10. If the Company fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

          SECTION 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE.

          Any corporation or banking association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
banking association resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation or banking association shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case at the
time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee and deliver such Notes so authenticated; and, in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force and effect that this Indenture provides
for the

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certificate of authentication of the Trustee; provided, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Notes in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

          SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

          The Trustee shall comply with the provisions of Section 311 of the
TIA.

          SECTION 7.14. REPORTS BY THE TRUSTEE.

          (a) The Trustee shall transmit to Holders and other persons such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the TIA on or before July 15 in each year that such report
is required, such reports to be dated as of the immediately preceding May 15.

          (b) A copy of each such report shall, at the time of such transmission
to Noteholders, be furnished to the Company and be filed by the Trustee with
each stock exchange upon which the Notes are listed and also with the SEC. The
Company agrees to notify the Trustee when and as the Notes become listed on any
national securities exchange or delisted therefrom.

          SECTION 7.15. TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES.

          The Trustee shall transmit to the Noteholders, as the names and
addresses of such Holders appear on the Note register, notice by mail of all
Defaults which have occurred, such notice to be transmitted within 90 days after
the occurrence thereof, unless such defaults shall have been cured before the
giving of such notice; PROVIDED THAT, except in the case of Default in the
payment of the principal of, interest on, or other similar obligation with
respect to, any of the Notes, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the best interests of the
Noteholders.

                                   ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

          SECTION 8.01. TERMINATION OF THE COMPANY'S OBLIGATIONS.

          Except as otherwise provided in this Section 8.01, the Company may
terminate its obligations under the Notes and this Indenture if:

          (i) all Notes previously authenticated and delivered (other than
     destroyed, lost or stolen Notes that have been replaced pursuant to
     Section 2.07 hereof or Notes for whose payment money or securities have
     theretofore been held in trust and thereafter

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     repaid to the Company, as provided in Section 8.05 hereof) have been
     delivered to the Trustee for cancellation and the Company has paid all sums
     payable by it pursuant to the terms of this Indenture or the Notes; or

          (ii) (A) all of the Notes will mature within one year or all of the
     Notes are to be called for redemption within one year under arrangements
     satisfactory to the Trustee for giving the applicable Redemption Notice,
     (B) the Company shall have deposited in trust with the Trustee, under the
     terms of an irrevocable trust agreement in form and substance satisfactory
     to the Trustee, as trust funds solely for the benefit of the Holders for
     that purpose, money or U.S. Government Obligations sufficient to pay in
     full the principal, premium, if, any, and interest on the Notes to maturity
     or redemption, as the case may be, and to pay all other sums payable by
     pursuant to the terms of the Indenture or the Notes, (C) no Default or
     Event of Default with respect to the Notes shall have occurred and be
     continuing on the date of such deposit, (D) such deposit will not result in
     a breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Company is a party or by
     which it is bound, and (E) the Company has delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, in each case stating that
     all conditions precedent provided for herein relating to the satisfaction
     and discharge of this Indenture have been complied with.

          With respect to the foregoing clause (i), the Company's obligations
under Section 7.06 hereof shall survive. With respect to the foregoing
clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 4.01, 4.05, 7.06, 7.10 8.04, 8.05 and 8.06 of this Indenture shall survive
until the Notes are no longer outstanding. Thereafter, only the Company's
obligations in Sections 7.06, 8.05 and 8.06 of this Indenture shall survive.
After any such irrevocable deposit, the Trustee upon request shall acknowledge
in writing the discharge of the Company's obligations, as the case may be, under
the Notes and this Indenture, except for those surviving obligations specified
above.

          SECTION 8.02. DEFEASANCE AND DISCHARGE OF INDENTURE.

          Subject to Section 8.08, the Company will be deemed to have paid and
will be discharged from any and all obligations in respect of the Notes on the
123rd day after the deposit referred to below, and the provisions of this
Indenture will no longer be in effect with respect to the Notes (except for,
among other matters, certain obligations to register the transfer or exchange of
the Notes, to replace stolen, lost or mutilated Notes, to maintain paying
agencies and to hold monies for payment in trust) if, among other things:

               (A) the Company has deposited with the Trustee, in trust, money
          and/or U.S. Government Obligations that through the payment of
          interest and principal in respect thereof in accordance with their
          terms will provide money in an amount sufficient in the opinion of a
          nationally recognized independent public accounting firm to pay in
          full the principal of, premium, if any, and accrued interest on the
          Notes on the Stated Maturity of such payments in accordance with the
          terms of this Indenture and the Notes;

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               (B) the Company has delivered to the Trustee (i) either (x) an
          Opinion of Counsel to the effect that Holders will not recognize
          income, gain or loss for federal income tax purposes as a result of
          the Company's exercise of its option under this Section 8.02 and will
          be subject to federal income tax on the same amount and in the same
          manner and at the same times as would have been the case if such
          deposit, defeasance and discharge had not occurred, which Opinion of
          Counsel must be based upon (and accompanied by a copy of) a ruling of
          the Internal Revenue Service to the same effect unless there has been
          a change in applicable federal income tax law after the date hereof
          such that a ruling is no longer required or (y) a ruling directed to
          the Trustee received from the Internal Revenue Service to the same
          effect as the aforementioned Opinion of Counsel and (ii) an Opinion of
          Counsel to the effect that the creation of the defeasance trust does
          not violate the Investment Company Act of 1940 and after the passage
          of 123 days following the deposit, the trust fund will not be subject
          to the effect of Section 547 of the United States Bankruptcy Code or
          Section 15 of the New York Debtor and Creditor Law; and

               (C) immediately after giving effect to such deposit, on a pro
          forma basis, no Event of Default, or event that after the giving of
          notice or lapse of time or both would become an Event of Default,
          shall have occurred and be continuing on the date of such deposit or
          during the period ending on the 123rd day after the date of such
          deposit, and such deposit shall not result in a breach or violation
          of, or constitute a default under, any other agreement or instrument
          to which the Company or any of its Subsidiaries is a party or by which
          the Company or any of its Subsidiaries is bound.

          Notwithstanding the foregoing, prior to the end of the 123-day period
referred to in clause (B)(ii) of this Section 8.02, none of the Company's
obligations under this Indenture shall be discharged. Subsequent to the end of
such 123-day period with respect to this Section 8.02, the Company's obligations
in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 4.05, 7.06, 7.10, 8.04,
8.05, 8.06, 8.08 and Article 10 shall survive such satisfaction and discharge
until the Notes are no longer outstanding. Thereafter, only the Company's
obligations in Sections 7.06, 8.05 and 8.06 shall survive. If and when a ruling
from the Internal Revenue Service or an Opinion of Counsel referred to in
clause (B)(i) of this Section 8.02 may be provided specifically without regard
to, and not in reliance upon, the continuance of the Company's obligations under
Section 4.01, then the Company's obligations under such Section 4.01 shall cease
upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance
with the other conditions precedent provided for herein relating to the
defeasance contemplated by this Section 8.02.

          After the 123 day period referred to in clause (B)(ii) of this
Section 8.02, the Trustee upon Company Order shall acknowledge in writing the
discharge of the Company's obligations under the Notes and this Indenture except
for those surviving obligations in the immediately preceding paragraph.

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          SECTION 8.03. DEFEASANCE OF CERTAIN OBLIGATIONS.

          The Company may omit to comply with any term, provision or condition
set forth in Article 4 upon:

          (a) the deposit, in trust, with the Trustee (or another trustee
satisfying the requirements of Section 7.10 hereof) of money and/or U.S.
Government Obligations that, through the payment of interest and principal in
respect thereof in accordance with their terms, will provide money in an amount
sufficient in the opinion of a nationally recognized independent public
accounting firm to pay the principal of, premium, if any, and accrued interest
on the Notes on the Stated Maturity of such payments in accordance with the
terms of this Indenture and the Notes;

          (b) the satisfaction of the provisions described in clauses (B)(ii)
and (C) of Section 8.02 hereof;

          (c) delivery by the Company to the Trustee of an Opinion of Counsel to
the effect that, the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance and will be
subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit and defeasance had
not occurred; and

          (d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 8.03 have been complied with.

          SECTION 8.04. APPLICATION OF TRUST MONEY.

          Subject to Section 8.06, the Trustee or Paying Agent shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to
Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the deposited
money and the money from U.S. Government Obligations in accordance with the
Notes and this Indenture to the payment of principal of, premium, if any, and
interest on the Notes; but such money need not be segregated from other funds
except to the extent required by law.

          SECTION 8.05. REINSTATEMENT.

          If the Trustee or the Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as
the case may be, by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be, until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the
case may be; PROVIDED THAT, if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to

                                      -55-
<Page>

the rights of the Holders of such Notes to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

          SECTION 8.06. DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT.

          If, in the event the Company exercises its option to omit compliance
with certain covenants and provisions of this Indenture with respect to the
Notes pursuant to Section 8.03 and such Notes are declared due and payable
because of the occurrence of an Event of Default that remains applicable, and
the amount of money and/or U.S. Government Obligations on deposit with the
Trustee is insufficient to pay amounts due on the Notes at the time of the
acceleration resulting from such Events of Default pursuant to Section 6.02, the
Company will remain liable for such payments.

          SECTION 8.07. REPAYMENT OF THE COMPANY.

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

          SECTION 8.08. CONVERSION OF NOTES UPON DISCHARGE.

          Notwithstanding any satisfaction, defeasance or discharge of this
Indenture pursuant to the provisions of this Article 8, for so long as any of
the Notes are outstanding, the conversion right of Noteholders set forth in this
Indenture shall not expire until the close of business on February 1, 2009 and
the Company shall remain obligated to issue duly authorized, fully paid and
nonassessable shares of Common Stock upon conversion of the Notes in accordance
with the terms of this Indenture.

                                    ARTICLE 9

                                   AMENDMENTS

          SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

          The Company and the Trustee may amend this Indenture or the Notes
without the consent of any Noteholder for the purposes of, among other things:

          (1)  adding to the Company's covenants or obligations under this
     Indenture for the benefit of the Holders;

          (2)  surrendering any right or power conferred upon the Company by
     this Indenture;

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<Page>

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

          (4)  providing for the assumption of the Company's obligations to the
     Holders in the case of a merger, consolidation, conveyance, transfer or
     lease;

          (5)  reducing the Conversion Price, provided that the reduction will
     not adversely affect the interests of Holders in any material respect;

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

          (7)  making any changes or modifications to this Indenture necessary
     in connection with the registration of the Notes under the Securities Act
     as contemplated by the registration rights agreement, provided that this
     action does not adversely affect the interests of the Holders in any
     material respect;

          (8)  curing any ambiguity or correcting or supplementing any defective
     provision contained in this Indenture; provided that such modification or
     amendment does not, in the good faith opinion of the Board of Directors and
     the Trustee, adversely affect the interests of the Holders in any material
     respect;

          (9)  adding or modifying any other provisions which the Company and
     the Trustee may deem necessary or desirable and which will not adversely
     affect the interests of the Holders in any material respect; or

          (10) to evidence and provide for the acceptance of appointment of a
     successor Trustee.

          SECTION 9.02. WITH CONSENT OF HOLDERS.

          With the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding, the Company and
the Trustee may amend this Indenture or the Notes. However, without the consent
of each Noteholder affected, an amendment to this Indenture or the Notes may
not:

          (1) change the maturity of the principal of or any installment of
     interest on any Note (including any payment of liquidated damages);

          (2) reduce the principal amount of, or any premium or interest on
     (including any payment of liquidated damages), any Note;

          (3) change the currency of payment of such Note or interest thereon;

          (4) impair the right to institute suit for the enforcement of any
     payment on or with respect to any Note;

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          (5) modify the Company's obligations to maintain an office or agency
     in New York City;

          (6) except as otherwise permitted or contemplated by provisions
     concerning corporate reorganizations, adversely affect the repurchase
     option of Holders upon a Change of Control or the conversion rights of
     Holders;

          (7) modify the subordination provisions of this Indenture or the Notes
     in a manner adverse to the Holders; or

          (8) reduce the percentage in aggregate principal amount of Notes
     outstanding necessary to modify or amend this Indenture or to waive any
     past default.

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

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

          SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

          Every supplemental indenture executed pursuant to this Article shall
comply with the TIA.

          SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.

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

          SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

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

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          SECTION 9.06. TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES.

          The Trustee shall sign any supplemental indenture authorized pursuant
to this Article 9 if the amendment contained therein does not affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may,
but need not, sign such supplemental indenture. In signing such supplemental
indenture the Trustee shall be entitled to receive, and (subject to the
provisions of Section 7.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

          SECTION 9.07. EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

                                   ARTICLE 10

                                   CONVERSION

          SECTION 10.01. CONVERSION RIGHT AND CONVERSION PRICE.

          Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Note or any portion of the principal
amount thereof which is $1,000 or an integral multiple of $1,000 may be
converted at the principal amount thereof, or of such portion thereof, into duly
authorized, fully paid and nonassessable shares of Common Stock, at the
Conversion Price, determined as hereinafter provided, in effect at the time of
conversion. Such conversion right shall expire at the close of business on
February 1, 2009.

          In case a Note or portion thereof is called for redemption, such
conversion right in respect of the Note or the portion so called, shall expire
at the close of business on the Business Day immediately preceding the
Redemption Date, unless the Company defaults in the payment of the Redemption
Price due. In the case of a Change of Control for which the Holder exercises its
repurchase right with respect to a Note or portion thereof, such conversion
right in respect of the Note or portion thereof shall expire at the close of
business on the Business Day immediately preceding the Change of Control
Repurchase Date, unless the Company defaults in the payment of the Change of
Control Repurchase Price due.

          The price at which shares of Common Stock shall be delivered to a
Holder upon conversion of Notes pursuant to this Article 10 (the "Conversion
Price") shall initially be equal to $50.00 per share of Common Stock. The
Conversion Price shall be adjusted in certain instances as provided in
paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Section 10.04
hereof.

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          SECTION 10.02. EXERCISE OF CONVERSION RIGHT.

          To exercise the conversion right, the Holder of any Note to be
converted shall surrender such Note, duly endorsed or assigned to the Company or
in blank, at the specified office of any Conversion Agent, accompanied by a duly
signed conversion notice substantially in the form set forth in the form Note
attached to this Indenture, to the Company stating that the Holder elects to
convert such Note or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted.

          Notes surrendered for conversion, other than those called for
Provisional Redemption or Optional Redemption, after the close of business on
any Regular Record Date but prior to the opening of business on the next
succeeding Interest Payment Date shall be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest to be received on such Interest Payment Date on the principal
amount of Notes being surrendered for conversion. No such payment will be
required if the Notes have been called for Provisional Redemption or Optional
Redemption.

          Notes shall be deemed to have been converted immediately prior to the
close of business on the day of surrender of such Notes for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Notes as Holders shall cease, and the Person or Persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall cause
to be issued and delivered to such Conversion Agent a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share as provided
in Section 10.03 hereof.

          In the case of any Note which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such Notes.

          If shares of Common Stock to be issued upon conversion of a Restricted
Note, or securities to be issued upon conversion of a Restricted Note in part
only, are to be registered in a name other than that of the Holder of such
Restricted Note, such Holder must deliver to the Conversion Agent a certificate
in substantially the form set forth in the form of Note set forth in Exhibit A
annexed hereto, dated the date of surrender of such Restricted Note and signed
by such Holder, as to compliance with the restrictions on transfer applicable to
such Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or
Transfer Agent shall be required to register in a name other than that of the
Holder shares of Common Stock or Notes issued upon conversion of any such
Restricted Note not so accompanied by a properly completed certificate.

          The Company hereby initially appoints the Trustee as the Conversion
Agent.

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          SECTION 10.03. FRACTIONS OF SHARES.

          No fractional shares of Common Stock shall be issued upon conversion
of any Note or Notes. If more than one Note shall be surrendered for conversion
at one time by the same Holder, the number of full shares which shall be issued
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof) so surrendered.
Instead of any fractional share of Common Stock which would otherwise be issued
upon conversion of any Note or Notes (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fraction (calculated to
the nearest one-100th of a share) in an amount equal to the same fraction of the
quoted price of per Common Stock as of the Trading Day immediately preceding the
date of conversion.

          SECTION 10.04. ADJUSTMENT OF CONVERSION PRICE.

          The Conversion Price shall be subject to adjustments, calculated by
the Company, from time to time as follows:

          (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of holders of Common Stock
entitled to receive such dividend or other distribution shall be reduced by
multiplying such Conversion Price by a fraction:

              (1) the numerator of which shall be the number of shares of Common
          Stock outstanding at the close of business on the Record Date (as
          defined in Section 10.04(g)) fixed for such determination; and

              (2) the denominator of which shall be the sum of such number of
          shares and the total number of shares constituting such dividend or
          other distribution payable to the holders of Common Stock.

Such reduction shall become effective immediately after the opening of business
on the day following the Record Date. If any dividend or distribution of the
type described in this Section 10.04(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

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

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          (c) In case the Company shall issue rights or warrants (other than any
rights or warrants referred to in Section 10.04(d)) to all holders of its
outstanding shares of Common Stock entitling them 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 (as defined in Section 10.04(g)) on the Record Date fixed for the
determination of stockholders entitled to receive such rights or warrants, the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect at the opening of
business on the date after such Record Date by a fraction:

              (1) the numerator of which shall be the number of shares of Common
          Stock outstanding at the close of business on the Record Date plus the
          number of shares which the aggregate offering price of the total
          number of shares so offered for subscription or purchase (or the
          aggregate conversion price of the convertible securities so offered)
          would purchase at such Current Market Price, and

              (2) the denominator of which shall be the number of shares of
          Common Stock outstanding on the close of business on the Record Date
          plus the total number of additional shares of Common Stock so offered
          to the holders of Common Stock for subscription or purchase (or into
          which the convertible securities so offered are convertible).

Such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock (or securities convertible into Common Stock) are not delivered pursuant
to such rights or warrants, upon the expiration or termination of such rights or
warrants the Conversion Price shall be readjusted to the Conversion Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of the delivery of only the number of
shares of Common Stock (or securities convertible into Common Stock) actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such date fixed for the determination of holders of Common
Stock entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received for such rights or
warrants, the value of such consideration if other than cash, to be determined
by the Board of Directors.

          (d) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of Capital Stock of the
Company (other than any dividends or distributions to which Section 10.04(a) or
Section 10.4(g) applies) or evidences of its indebtedness, cash or other assets,
including securities, but excluding (1) any rights or warrants referred to in
Section 10.04(c), (2) any stock, securities or other property or assets
(including cash) distributed in connection with a reclassification, merger,
consolidation, statutory share exchange, combination, sale or conveyance to
which Section 10.11 hereof applies and (3) dividends and distributions paid
exclusively in cash (the securities described in foregoing clauses (1), (2) and
(3) hereinafter in this Section 10.04(d) called the "excluded securities"),
then, in each

                                      -62-
<Page>

such case, subject to the second succeeding paragraph of this Section 10.04(d),
the Conversion Price shall be adjusted so that the same shall be equal to the
price determined by multiplying the Conversion Price in effect immediately prior
to the close of business on the Record Date (as defined in Section 10.04(g))
with respect to such distribution by a fraction:

              (1) the numerator of which shall be the Current Market Price
          (determined as provided in Section 10.04(g)) on such date less the
          fair market value (as determined by the Board of Directors, whose
          determination shall be conclusive and set forth in a Board Resolution)
          on such date of the portion of the securities so distributed (other
          than excluded securities) applicable to one share of Common Stock
          (determined on the basis of the number of shares of the Common Stock
          outstanding on the Record Date), and

              (2) the denominator of which shall be such Current Market Price.

Such reduction shall become effective immediately prior to the opening of
business on the day following the Record Date. However, in the event that the
then fair market value (as so determined) of the portion of the securities so
distributed (other than excluded securities) 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 Holder shall have the right to receive upon conversion of a Note (or any
portion thereof) the amount of securities so distributed (other than excluded
securities) such Holder would have received had such Holder converted such Note
(or portion thereof) immediately prior to such Record Date. In the event that
such dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared.

          If the Board of Directors determines the fair market value of any
distribution for purposes of this Section 10.04(d) by reference to the actual or
when issued trading market for any securities comprising all or part of such
distribution (other than excluded securities), it must in doing so consider the
prices in such market over the same period (the "Reference Period") used in
computing the Current Market Price pursuant to Section 10.04(g) to the extent
possible, unless the Board of Directors in a Board Resolution determines in good
faith that determining the fair market value during the Reference Period would
not be in the best interest of the Holder.

          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,

                                      -63-
<Page>

shall be deemed not to have been distributed for purposes of this
Section 10.04(d) (and no adjustment to the Conversion Price under this
Section 10.04(d) will be required) until the occurrence of the earliest Trigger
Event. If such right or warrant is subject to subsequent events, upon the
occurrence of which such right or warrant shall become exercisable to purchase
different securities, evidences of indebtedness or other assets or entitle the
holder to purchase a different number or amount of the foregoing or to purchase
any of the foregoing at a different purchase price, then the occurrence of each
such event shall be deemed to be the date of issuance and record date with
respect to a new right or warrant (and a termination or expiration of the
existing right or warrant without exercise by the holder 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 resulted in an adjustment to the Conversion
Price under this Section 10.04(d):

              (1) in the case of any such rights or warrants which shall all
          have been redeemed or repurchased without exercise by any holders
          thereof, the Conversion Price 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 of Common Stock with respect to such rights or
          warrant (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 all of which shall have
          expired or been terminated without exercise, the Conversion Price
          shall be readjusted as if such rights and warrants had never been
          issued.

          For purposes of this Section 10.04(d) and Sections 10.04(a), 10.04(b)
and 10.04(c), any dividend or distribution to which this Section 10.04(d) is
applicable that also includes shares of Common Stock, a subdivision or
combination of Common Stock to which Section 10.04(b) applies, or rights or
warrants to subscribe for or purchase shares of Common Stock to which
Section 10.04(c) applies (or any combination thereof), shall be deemed instead
to be:

              (1) a dividend or distribution of the evidences of indebtedness,
          assets, shares of Capital Stock, rights or warrants other than such
          shares of Common Stock, such subdivision or combination or such rights
          or warrants to which Sections 10.04(a), 10.04(b) and 10.04(c) apply,
          respectively (and any Conversion Price reduction required by this
          Section 10.04(d) with respect to such dividend or distribution shall
          then be made), immediately followed by

              (2) a dividend or distribution of such shares of Common Stock,
          such subdivision or combination or such rights or warrants (and any
          further Conversion Price reduction required by Sections 10.04(a),
          10.04(b) and 10.04(c) 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 (x) "the date fixed for the determination of
              stockholders

                                      -64-
<Page>

              entitled to receive such dividend or other distribution", "Record
              Date fixed for such determinations" and "Record Date" within the
              meaning of Section 10.04(a), (y) "the day upon which such
              subdivision becomes effective" and "the day upon which such
              combination becomes effective" within the meaning of Section
              10.04(b), and (z) as "the date fixed for the determination of
              stockholders entitled to receive such rights or warrants", "the
              Record Date fixed for the determination of the stockholders
              entitled to receive such rights or warrants" and such "Record
              Date" within the meaning of Section 10.04(c), 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 10.04(a) and any reduction or increase in the
              number of shares of Common Stock resulting from such subdivision
              or combination shall be disregarded in connection with such
              dividend or distribution.

          With respect to any shareholder rights plan existing on the date
hereof or in the event that the Company implements any other shareholder rights
plan, upon conversion of the Notes the Holders will receive, in addition to the
Common Stock issuable upon such conversion, the rights issued under such rights
plan, but only to the extent such rights would be issuable pursuant to the terms
of such rights plan upon the issuance of shares of Common Stock at the time the
Notes are converted pursuant to Article 10 hereof; PROVIDED THAT, a Holder who
is a holder of Common Stock (or direct or indirect interests therein) at the
time of conversion, but who is not entitled as such a holder to such rights
pursuant to the terms of any such plan, shall not be eligible to receive any
such rights hereunder. Any distribution of rights or warrants pursuant to a
shareholder rights plan complying with the requirements set forth in the
immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants for the purposes of the other provisions of
this section 10.04(d).

          (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a reclassification, merger, consolidation, statutory share exchange,
combination, sale or conveyance to which Section 10.11 hereof applies or as part
of a distribution referred to in Section 10.04(d) hereof), in an aggregate
amount that, combined together with: (1) the aggregate amount of any other such
distributions to all holders of Common Stock made exclusively in cash within the
12 months preceding the date of payment of such distribution, and in respect of
which no adjustment pursuant to this Section 10.04(e) has been made, and (2) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and set forth in a Board
Resolution) of consideration payable in respect of any tender offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
concluded within the 12 months preceding the date of such distribution, and in
respect of which no adjustment pursuant to Section 10.04(f) hereof has been
made, exceeds 5% of the product of the Current Market Price (determined as
provided in Section 10.04(g)) on the Record Date with respect to such
distribution times the number of shares of Common Stock outstanding on such
date, then and in each such case, immediately after the close of business on
such date, the Conversion Price

                                      -65-
<Page>

shall be reduced so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the close of
business on such Record Date by a fraction:

              (i)  the numerator of which shall be equal to the Current Market
Price on the Record Date less an amount equal to the quotient of (x) the excess
of such combined amount over such 5% and (y) the number of shares of Common
Stock outstanding on the Record Date, and

              (ii) the denominator of which shall be equal to the Current Market
Price on such date.

However, in the event that the then fair market value (as so determined) of the
portion of the securities so distributed (other than excluded securities)
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 Holder shall have the right to receive upon
conversion of a Note (or any portion thereof) the amount of cash such Holder
would have received had such Holder converted such Note (or portion thereof)
immediately prior to such Record Date. In the event that such dividend or
distribution is not so paid or made, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such
dividend or distribution had not been declared.

          (f) In case a tender offer made by the Company or any of its
subsidiaries for all or any portion of the Common Stock shall expire and such
tender offer (as amended upon the expiration thereof) shall require the payment
to stockholders (based on the acceptance (up to any maximum specified in the
terms of the tender offer) of Purchased Shares (as defined below)) of an
aggregate consideration having a fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and set forth in a Board
Resolution) that combined together with:

              (1) the aggregate of the cash plus the fair market value (as
          determined by the Board of Directors, whose determination shall be
          conclusive and set forth in a Board Resolution), as of the expiration
          of such tender offer, of consideration payable in respect of any other
          tender offers, by the Company or any of its subsidiaries for all or
          any portion of the Common Stock expiring within the 12 months
          preceding the expiration of such tender offer and in respect of which
          no adjustment pursuant to this Section 10.04(f) has been made, and

              (2) the aggregate amount of any distributions to all holders of
          the Company's Common Stock made exclusively in cash within 12 months
          preceding the expiration of such tender offer and in respect of which
          no adjustment pursuant to Section 10.04(e) has been made, exceeds 5%
          of the product of the Current Market Price (determined as provided in
          Section 10.04(g)) as of the last time (the "Expiration Time") tenders
          could have been made pursuant to such tender offer (as it may be
          amended) times the number of shares of Common Stock outstanding
          (including any tendered shares) on the Expiration Time, then, and in
          each such case, immediately prior to the opening of business on the
          day after the date of the Expiration Time, the Conversion Price shall
          be adjusted so that the same shall

                                      -66-
<Page>

          equal the price determined by multiplying the Conversion Price in
          effect immediately prior to close of business on the date of the
          Expiration Time by a fraction:

              (i)  the numerator of which shall be the number of shares of
Common Stock outstanding (including any tendered shares) at the Expiration Time
multiplied by the Current Market Price of the Common Stock on the Trading Day
next succeeding the Expiration Time, and

              (ii) the denominator 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
offer) of all shares of Common Stock validly tendered and not withdrawn as of
the Expiration Time (the shares of Common Stock deemed so accepted, up to any
such maximum, being referred to as the "Purchased Shares") and (y) the product
of the number of shares of Common Stock outstanding (less any Purchased Shares)
on the Expiration Time and the Current Market Price of the Common Stock on the
Trading Day next succeeding the Expiration Time.

Such reduction (if any) shall become effective immediately prior to the opening
of business on the day following the Expiration Time. In the event that the
Company is obligated to purchase shares pursuant to any such tender offer, but
the Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Price shall again
be adjusted to be the Conversion Price which would then be in effect if such
tender offer had not been made. If the application of this Section 10.04(f) to
any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 10.04(f).

          (g) If, after the date of issuance of the Notes, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a subsidiary or other business unit of the Company, the Conversion
Rate shall be adjusted in accordance with the formula:

              R'  =  R x   (1 + F/M)

where:

       R' = the adjusted Conversion Rate.
       R = the current Conversion Rate.

          "Conversion Rate" means the number of shares of Common Stock issuable
upon conversion of $1,000 aggregate principal amount of Notes, which shall
initially be 20 shares per $1,000 aggregate principal amount of Notes.

          M = the average of the Post-Distribution Prices of the Common Stock
for the 10 Trading Days commencing on and including the fifth Trading Day after
the date on which "ex-dividend trading" commences for such dividend or
distribution on the principal United States exchange or market which such
securities are then listed or quoted (the "Ex-Dividend Date").

                                      -67-
<Page>

          F = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 10.04(g) shall mean the number
of securities distributed in respect of each share of Common Stock multiplied by
the average of the Post-Distribution Prices of those securities distributed for
the 10 Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date.

          "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due
bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of such quotations that reflect the
post-distribution value of the Capital Stock or equity interests as it considers
appropriate.

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

              (1) "Current Market Price" shall mean the average of the daily
          Closing Prices per share of Common Stock for the ten consecutive
          Trading Days immediately prior to the date in question; provided,
          however, that if:

                  (i)  the "ex" date (as hereinafter defined) for any event
              (other than the issuance or distribution requiring such
              computation) that requires an adjustment to the Conversion Price
              pursuant to Section 10.04(a), (b), (c), (d), (e) or (f) occurs
              during such ten consecutive Trading Days, the Closing Price for
              each Trading Day prior to the "ex" date for such other event shall
              be adjusted by multiplying such Closing Price by the same fraction
              by which the Conversion Price is so required to be adjusted as a
              result of such other event;

                  (ii) the "ex" date for any event (other than the issuance or
              distribution requiring such computation) that requires an
              adjustment to the

                                      -68-
<Page>

              Conversion Price pursuant to Section 10.04(a), (b), (c), (d), (e)
              or (f) occurs on or after the "ex" date for the issuance or
              distribution requiring such computation and prior to the day in
              question, the Closing Price for each Trading Day on and after the
              "ex" date for such other event shall be adjusted by multiplying
              such Closing Price by the reciprocal of the fraction by which the
              Conversion Price is so required to be adjusted as a result of such
              other event; and

                 (iii) the "ex" date for the issuance or distribution requiring
              such computation is prior to the day in question, after taking
              into account any adjustment required pursuant to clause (i) or
              (ii) of this proviso, the Closing Price for each Trading Day on or
              after such "ex" date shall be adjusted by adding thereto the
              amount of any cash and the fair market value (as determined by the
              Board of Directors in a manner consistent with any determination
              of such value for purposes of Section 10.04(d) or (f), whose
              determination shall be conclusive and set forth in a Board
              Resolution) of the evidences of indebtedness, shares of Capital
              Stock or assets being distributed applicable to one share of
              Common Stock as of the close of business on the day before such
              "ex" date.

For purposes of any computation under Section 10.04(f), the Current Market Price
of the Common Stock on any date shall be deemed to be the average of the daily
Closing Prices per share of Common Stock for such day and the next two
succeeding Trading Days; provided, however, that if the "ex" date for any event
(other than the tender offer requiring such computation) that requires an
adjustment to the Conversion Price pursuant to Section 10.04(a), (b), (c), (d),
(e) or (f) occurs on or after the Expiration Time for the tender or exchange
offer requiring such computation and prior to the day in question, the Closing
Price for each Trading Day on and after the "ex" date for such other event shall
be adjusted by multiplying such Closing Price by the reciprocal of the fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event. For purposes of this paragraph, the term "ex" date, when used:

                  (A) with respect to any issuance or distribution, means the
              first date on which the Common Stock trades regular way on the
              relevant exchange or in the relevant market from which the Closing
              Price was obtained without the right to receive such issuance or
              distribution;

                  (B) with respect to any subdivision or combination of shares
              of Common Stock, means the first date on which the Common Stock
              trades regular way on such exchange or in such market after the
              time at which such subdivision or combination becomes effective,
              and

                  (C) with respect to any tender or exchange offer, means the
              first date on which the Common Stock trades regular way on such
              exchange or in such market after the Expiration Time of such
              offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Price are called for pursuant to this Section 10.04, such adjustments shall be
made to the Current Market

                                      -69-
<Page>

Price as may be necessary or appropriate to effectuate the intent of this
Section 10.04 and to avoid unjust or inequitable results as determined in good
faith by the Board of Directors.

               (2) "fair market value" shall mean the amount which a willing
          buyer would pay a willing seller in an arm's length transaction.

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

          (i) The Company may make such reductions in the Conversion Price, in
addition to those required by Section 10.04(a), (b), (c), (d), (e) or (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

          To the extent permitted by applicable law, the Company from time to
time may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days and the reduction is irrevocable during the period
and the Board of Directors determines in good faith that such reduction would be
in the best interests of the Company, which determination shall be conclusive
and set forth in a Board Resolution. Whenever the Conversion Price is reduced
pursuant to the preceding sentence, the Company shall mail to the Trustee and
each Holder at the address of such Holder as it appears in the Register a notice
of the reduction at least 15 days prior to the date the reduced Conversion Price
takes effect, and such notice shall state the reduced Conversion Price and the
period during which it will be in effect.

          (j) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this
Section 10.04(j) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this
Article 10 shall be made by the Company and shall be made to the nearest cent or
to the nearest one hundredth of a share, as the case may be. No adjustment need
be made for a change in the par value or no par value of the Common Stock.

          (k) In any case in which this Section 10.04 provides that an
adjustment shall become effective immediately after a Record Date for an event,
the Company may defer until the occurrence of such event (i) issuing to the
Holder of any Note converted after such Record Date and before the occurrence of
such event the additional shares of Common Stock issuable upon such conversion
by reason of the adjustment required by such event over and above the Common
Stock issuable upon such conversion before giving effect to such adjustment and
(ii) paying to such holder any amount in cash in lieu of any fraction pursuant
to Section 10.03 hereof.

                                      -70-
<Page>

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

          (m) If the distribution date for the rights provided in the Company's
rights agreement, if any, occurs prior to the date a Note is converted, the
Holder of the Note who converts such Note after the distribution date is not
entitled to receive the rights that would otherwise be attached (but for the
date of conversion) to the shares of Common Stock received upon such conversion;
PROVIDED, HOWEVER, that an adjustment shall be made to the Conversion Price
pursuant to Section 10.04(c) or (d), as applicable, as if the rights were being
distributed to the holders of Common Stock of the Company immediately prior to
such conversion. If such an adjustment is made and the rights are later
redeemed, invalidated or terminated, then a corresponding reversing adjustment
shall be made to the Conversion Price, on an equitable basis, to take account of
such event.

          SECTION 10.05. NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.

          Whenever the Conversion Price is adjusted as herein provided (other
than in the case of an adjustment pursuant to the second paragraph of
Section 10.04(i) for which the notice required by such paragraph has been
provided), the Company shall promptly file with the Trustee and any Conversion
Agent other than the Trustee an Officers' Certificate setting forth the adjusted
Conversion Price and showing in reasonable detail the facts upon which such
adjustment is based. Promptly after delivery of such Officers' Certificate, the
Company shall prepare a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price and the date on which
each adjustment becomes effective, and shall mail such notice to each Holder at
the address of such Holder as it appears in the Register within 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.

          SECTION 10.06. NOTICE PRIOR TO CERTAIN ACTIONS.

          In case at any time after the date hereof:

               (1) the Company shall declare a dividend (or any other
          distribution) on its Common Stock payable otherwise than in cash out
          of its capital surplus or its consolidated retained earnings;

               (2) the Company shall authorize the granting to the holders of
          its Common Stock of rights or warrants to subscribe for or purchase
          any shares of Capital Stock of any class (or of securities convertible
          into shares of Capital Stock of any class) or of any other rights;

               (3) there shall occur any reclassification of the Common Stock of
          the Company (other than a subdivision or combination of its
          outstanding Common Stock, a change in par value, a change from par
          value to no par value or a change

                                      -71-
<Page>

          from no par value to par value), or any merger, consolidation,
          statutory share exchange or combination to which the Company is a
          party and for which approval of any shareholders of the Company is
          required, or the sale, transfer or conveyance of all or substantially
          all of the assets of the Company; or

               (4) there shall occur the voluntary or involuntary dissolution,
          liquidation or winding up of the Company;

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.05 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 13.02
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                    (A) the date on which a record is to be taken for the
               purpose of such dividend, distribution, 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, rights or warrants are to be determined, or

                    (B) the date on which such reclassification, merger,
               consolidation, statutory share exchange, combination, sale,
               transfer, conveyance, dissolution, liquidation or winding up is
               expected to become effective, and the date as of which it is
               expected that holders of Common Stock of record shall be entitled
               to exchange their shares of Common Stock for securities, cash or
               other property deliverable upon such reclassification, merger,
               consolidation, statutory share exchange, sale, transfer,
               dissolution, liquidation or winding up.

          Neither the failure to give such notice nor any defect therein shall
affect the legality or validity of the proceedings or actions described in
clauses (1) through (4) of this Section 10.06.

          SECTION 10.07. COMPANY TO RESERVE COMMON STOCK.

          The Company shall at all times use its best efforts to reserve and
keep available, free from preemptive rights, out of its authorized but unissued
Common Stock, for the purpose of effecting the conversion of Notes, the full
number of shares of fully paid and nonassessable Common Stock then issuable upon
the conversion of all Notes outstanding.

          SECTION 10.08. TAXES ON CONVERSIONS.

          Except as provided in the next sentence, the Company will pay any and
all taxes (other than taxes on income) and duties that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Notes
pursuant hereto. A Holder delivering a Note for conversion shall be liable for
and will be required to pay any tax or duty which may be payable in respect of
any transfer involved in the issue and delivery of shares of Common Stock

                                      -72-
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in a name other than that of the Holder of the Note or Notes to be converted,
and no such issue or delivery of shares of Common Stock shall be made unless the
Holder requesting such issuance and delivery has paid to the Company the amount
of any such tax or duty, or has established to the satisfaction of the Company
that such tax or duty has been paid.

          SECTION 10.09. COVENANT AS TO COMMON STOCK.

          The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue be fully paid and nonassessable
and, except as provided in Section 10.08, the Company will pay all taxes, liens
and charges with respect to the issue thereof.

          SECTION 10.10. CANCELLATION OF CONVERTED NOTES.

          All Notes delivered for conversion shall be delivered to the Trustee
to be canceled by or at the direction of the Trustee, which shall dispose of the
same as provided in Section 2.10.

          SECTION 10.11. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE.

          If any of following events occur, namely:

               (1) 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
          subdivision or combination);

               (2) any merger, consolidation or combination of the Company with
          another corporation; or

               (3) any sale or conveyance of the properties and assets of the
          Company as, or substantially as, an entirety to any other corporation,

in each case, 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, 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
TIA as in force at the date of execution of such supplemental indenture if such
supplemental indenture is then required to so comply) providing that the Notes
shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash or any combination thereof)
which such Holder would have owned or been entitled to receive upon such
reclassification, change, merger, consolidation, combination, sale or conveyance
had such Notes been converted into shares of Common Stock immediately prior to
such reclassification, change, merger, consolidation, combination, sale or
conveyance, assuming such holder of Common Stock did not exercise its rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such reclassification, change, merger, consolidation,
combination, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such reclassification,
change, merger,

                                      -73-
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consolidation, combination, sale or conveyance is not the same for each share of
Common Stock in respect of which such rights of election shall not have been
exercised ("Non-Electing Share"), then for the purposes of this Section 10.11
the kind and amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, combination, sale or conveyance
for each Non-Electing Share shall be deemed to be the kind and amount so
receivable per share by a plurality of the Non-Electing Shares). Such
supplemental indenture shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
10. If, in the case of any such reclassification, change, merger, consolidation,
combination, sale or conveyance, the stock or other securities and assets
receivable thereupon by a holder of shares of Common Stock 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,
merger, consolidation, 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 Notes
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing, including to the extent practicable the provisions providing for the
repurchase rights set forth in Section 3.10 hereof.

          The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the Register, within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.

          The above provisions of this Section 10.11 shall similarly apply to
successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

          If this Section 10.11 applies to any event or occurrence,
Section 10.04 hereof shall not apply.

          SECTION 10.12. RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

          The Trustee, subject to the provisions of Section 7.01 hereof, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Notes to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or intent of
any such adjustments when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor
any Conversion Agent shall be accountable with respect to the validity or value
(of the kind or amount) of any Common Stock, or of any other securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and it or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Note for
the purpose of conversion; and the Trustee, subject to the provisions of
Section 7.01 hereof, and any Conversion Agent shall not be

                                      -74-
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responsible or liable for any failure of the Company to comply with any of the
covenants of the Company contained in this Article.

                                   ARTICLE 11

                                  SUBORDINATION

          SECTION 11.01. AGREEMENT TO SUBORDINATE.

          The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness, interest and other obligations of any kind evidenced by the
Notes and this Indenture (except as set forth in this Section 11, with respect
to Permitted Payments) are subordinated in right of payment, to the extent and
in the manner provided in this Article 11, to the prior payment in full in cash
or cash equivalents of all Senior Indebtedness (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

          SECTION 11.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

          In the event of any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relating to the Company or to its assets, or
any liquidation, dissolution or other winding-up of the Company, whether
voluntary or involuntary, or any assignment for the benefit of creditors or
other marshaling of assets or liabilities of the Company (except in connection
with the consolidation or merger of the Company or its liquidation or
dissolution following the conveyance, transfer or lease of all or substantially
all of its properties and assets upon the terms and conditions described in
Article 5), the holders of Senior Indebtedness will be entitled to receive
payment in full in cash or cash equivalents of all Senior Indebtedness, or
provision shall be made for such payment in full, before the Noteholders will be
entitled to receive any payment or distribution of any kind or character (other
than Permitted Payments and Permitted Junior Securities) on account of principal
of, or premium, if any, or additional interest, if any, or interest on the
Notes; and any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than a payment or
distribution in the form of Permitted Payments and Permitted Junior Securities),
by set-off or otherwise, to which the Noteholders or the Trustee would be
entitled but for the provisions of this Article 11 shall be paid by the
liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

          SECTION 11.03. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

          (a) No payment or distribution of any assets of the Company of any
kind or character, whether in cash, property or securities (other than Permitted
Payments and Permitted Junior Securities), may be made by or on behalf of the
Company on account of principal of,

                                      -75-
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premium, if any, or interest on the Notes or on account of the purchase,
redemption or other acquisition of Notes upon the occurrence of any default in
payment (whether at Stated Maturity, upon scheduled installment, by acceleration
or otherwise) of principal of, premium, if any, or interest on Designated Senior
Indebtedness beyond any applicable grace period (a "Payment Default") until such
Payment Default shall have been cured or waived in writing or shall have ceased
to exist or such Designated Senior Indebtedness shall have been discharged or
paid in full in cash or cash equivalents.

          (b) No payment or distribution of any assets of the Company of any
kind or character, whether in cash, property or securities (other than Permitted
Payments and Permitted Junior Securities), may be made by or on behalf of the
Company on account of principal of, premium, if any, or interest on the Notes or
on account of the purchase, redemption or other acquisition of Notes for the
period specified below (a "Payment Blockage Period") upon the occurrence of any
default or event of default with respect to any Designated Senior Indebtedness
other than any Payment Default pursuant to which the maturity of such Designated
Service Indebtedness may be accelerated (a "Non-Payment Default") and receipt by
the Trustee of written notice thereof from the Company or the trustee or other
representative of holders of Designated Senior Indebtedness.

          The Payment Blockage Period will commence upon the date of receipt by
the Trustee of written notice from the Company or such other representative of
the holders of the Designated Senior Indebtedness in respect of which the
Non-Payment Default exists and shall end on the earliest of:

              (i)   179 days thereafter (provided that any Designated Senior
Indebtedness as to which notice was given shall not theretofore have been
accelerated);

              (ii)  the date on which such Non-Payment Default is cured, waived
or ceases to exist;

              (iii) the date on which such Designated Senior Indebtedness is
discharged or paid in full; or

              (iv)  the date on which such Payment Blockage Period shall have
been terminated by written notice to the Trustee or the Company from the trustee
or such other representative initiating such Payment Blockage Period,

after which the Company will resume making any and all required payments in
respect of the Notes, including any missed payments. In any event, not more than
one Payment Blockage Period may be commenced during any period of 365
consecutive days. No Non-Payment Default that existed or was continuing on the
date of the commencement of any Payment Blockage Period will be, or can be made,
the basis for the commencement of a subsequent Payment Blockage Period, unless
such Non-Payment Default has been cured or waived for a period of not less than
90 consecutive days subsequent to the commencement of such initial Payment
Blockage Period.

                                      -76-
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          SECTION 11.04. ACCELERATION OF NOTES.

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

          SECTION 11.05. WHEN DISTRIBUTION MUST BE PAID OVER.

          In the event that, notwithstanding the provisions of Sections 11.02
and 11.03, any payment or distribution of any kind or character, whether in
cash, property or securities, shall be received by the Trustee or any Noteholder
which is prohibited by such provisions, then and in such event such payment
shall be held in trust for the benefit of, and shall be paid over and delivered
by such Trustee or Noteholder to, the trustee or any other representative of
holders of Senior Indebtedness, as their interest may appear, for application to
Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been
paid in full in cash or cash equivalents after giving effect to any concurrent
distribution to or for the holders of Senior Indebtedness.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 11, 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, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Noteholders or the Company or any other Person money or assets to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 11, except if such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

          SECTION 11.06. NOTICE BY THE COMPANY.

         The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
obligations with respect to the Notes to violate this Article 11, but failure to
give such notice shall not affect the subordination of the Notes to the Senior
Indebtedness as provided in this Article 11.

          SECTION 11.07. SUBROGATION.

          After all Senior Indebtedness is paid in full and until the Notes are
paid in full, Noteholders shall be subrogated (equally and ratably with all
other Indebtedness that is equal in right of payment to the Notes) to the rights
of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness to the extent that distributions otherwise payable to the
Noteholders have been applied to the payment of Senior Indebtedness. A
distribution made under this Article 11 to holders of Senior Indebtedness that
otherwise would have been made to Noteholders is not, as between the Company and
Noteholders, a payment by the Company of the Notes.

                                      -77-
<Page>

          SECTION 11.08. RELATIVE RIGHTS.

          This Article 11 defines the relative rights of Holders and holders of
Senior Indebtedness. Nothing in this Indenture shall: (i) impair, as between the
Company and Holders, the obligation of the Company, which is absolute and
unconditional, to pay principal of and interest on the Notes in accordance with
their terms; (ii) affect the relative rights of Holders and creditors of
Holdings other than their rights in relation to holders of Senior Indebtedness;
or (iii) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders
and owners of Senior Indebtedness to receive distributions and payments
otherwise payable to Holders of Notes. If the Company fails because of this
Article 11 to pay principal of or interest on a Note on the due date, the
failure is still a Default or Event of Default.

          SECTION 11.09. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

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

          Without in any way limiting the generality of this Section 11.09, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article 11 or the obligations hereunder of
the Holders to the holders of Senior Indebtedness, do any one or more of the
following: (a) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding or secured; (b) sell, exchange, release, foreclose against or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company, any Subsidiary thereof or any other Person.

          SECTION 11.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

          Upon any payment or distribution of assets of the Company referred to
in this Article 11, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such representative(s) or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, all holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article 11.

                                      -78-
<Page>

          SECTION 11.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

          Notwithstanding the provisions of this Article 11 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless a Responsible Officer of the Trustee shall
have received at its Corporate Trust Office at least three Business Days prior
to the date of such payment written notice of facts that would cause the payment
of any obligations with respect to the Notes to violate this Article 11. Only
the Company or its duly authorized representative may give the notice. Nothing
in this Article 11 shall impair the claims of, or payments to, the Trustee under
or pursuant to Section 7.06.

          The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and shall not be liable
to any such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise. With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article and no implied covenants or obligations with respect to holders of
Senior Indebtedness shall be read into this Indenture against the Trustee.

                                   ARTICLE 12

                                    SECURITY

          SECTION 12.01. SECURITY.

          (a) On the date of this Indenture, the Company shall enter into the
Pledge Agreement and comply with the terms and provisions thereof. On each date
of issuance of the Notes, the Company shall purchase Pledged Securities to be
pledged to the Trustee for the benefit of the Holders in such amount as will be
sufficient upon receipt of scheduled interest and/or principal payments of such
Pledged Securities to provide for payment in full of the first six scheduled
interest payments due on the Notes. The Pledged Securities shall be pledged by
the Company to the Trustee for the benefit of the Holders and shall be held by
the Trustee in the Pledge Account pending disposition pursuant to the Pledge
Agreement.

          (b) Each Holder, by its acceptance of a Note, consents and agrees to
the terms of the Pledge Agreement (including, without limitation, the provisions
providing for foreclosure and release of the Pledged Securities) as the same may
be in effect or may be amended from time to time in accordance with its terms,
and authorizes and directs the Trustee to enter into the Pledge Agreement and to
perform its respective obligations and exercise its respective rights thereunder
in accordance therewith. The Company will do or cause to be done all such acts
and things as may be necessary or reasonably requested by the Trustee, or as may
be required by the provisions of the Pledge Agreement, to assure and confirm to
the Trustee the security interest in the Pledged Securities contemplated hereby,
by the Pledge Agreement or any part thereof, as

                                      -79-
<Page>

from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein and therein expressed. The Company
shall take, or shall cause to be taken, upon request of the Trustee, any and all
actions reasonably required to cause the Pledge Agreement to create and
maintain, as security for the obligations of the Company under this Indenture
and the Notes, valid and enforceable first priority liens in and on all the
Pledged Securities, in favor of the Trustee, superior to and prior to the rights
of third Persons and subject to no other Liens.

          (c)  The release of any Pledged Securities pursuant to the Pledge
Agreement will not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Pledged
Securities are released pursuant to this Indenture and the Pledge Agreement. To
the extent applicable, the Company shall cause TIA Section 314(d) relating to
the release of property or securities from the Lien and security interest of the
Pledge Agreement and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Pledge
Agreement to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company, except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person shall be an independent engineer, appraiser or
other expert selected by the Company.

          (d)  The Company shall cause TIA Section 314(b), relating to opinions
of counsel regarding the Lien under the Pledge Agreement, to be complied with.
The Trustee may accept, to the extent permitted by Sections 4.03 and 7.14 as
conclusive evidence of compliance with the foregoing provisions, the appropriate
statements contained in such instruments.

          (e)  The Trustee may, in its sole discretion and without the consent
of the Holders, on behalf of the Holders, take all reasonable actions in
accordance with the Pledge Agreement necessary or appropriate in order to (i)
enforce any of the terms of the Pledge Agreement and (ii) collect and receive
any and all amounts payable in respect of the obligations of the Company
thereunder. The Trustee shall have power to institute and to maintain such suits
and proceedings as the Trustee may reasonably deem expedient to preserve or
protect its interests and the interests of the Holders in the Pledged Securities
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders or of the Trustee).

                                   ARTICLE 13

                                  MISCELLANEOUS

          SECTION 13.01. TRUST INDENTURE ACT CONTROLS.

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

                                      -80-
<Page>

          SECTION 13.02. NOTICES.

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

     if to the Company:

          OSI Pharmaceuticals, Inc.
          58 South Service Road, Suite 110
          Melville, New York 11747

          Telephone No. (631) 962-2000
          Facsimile No. (631) 752-3880
          Attention:  General Counsel

     if to the Trustee:

          The Bank of New York
          5 Penn Plaza, Thirteenth Floor
          New York, NY 10001
          Attention:  Corporate Trust Department

          Telephone No. (212) 896-7105
          Facsimile No. (212) 896-7294

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

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

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

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

          SECTION 13.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

          Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the

                                      -81-
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Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c).

          SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

          (b)  If a Company Order pursuant to Section 2.02 hereof has been, or
simultaneously is, delivered, any instructions by the Company to the Trustee
with respect to endorsement, delivery or redelivery of a Note issued in global
form shall be in writing, but need not comply with Section 13.04(a) hereof and
need not be accompanied by an Opinion of Counsel.

          SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

               (2)  a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such Officers' Certificate or Opinion of Counsel are
          based;

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

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

          SECTION 13.06. SEPARABILITY CLAUSE.

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

                                      -82-
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          SECTION 13.07.RULES BY TRUSTEE, PAYING AGENT, CONVERSION AGENT AND
REGISTRAR.

          The Trustee may make reasonable rules for action by or a meeting of
Noteholders. The Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

          SECTION 13.08. LEGAL HOLIDAYS.

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

          SECTION 13.09. GOVERNING LAW.

          THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 13.10. NO RECOURSE AGAINST OTHERS.

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder shall waive
and release all such liability. The waiver and release shall be part of the
consideration for the issue of the Notes.

          SECTION 13.11. SUCCESSORS.

          All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

          SECTION 13.12. MULTIPLE ORIGINALS.

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

                                      -83-
<Page>

          IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                     OSI PHARMACEUTICALS, INC.


                                     By: /s/ ROBERT L. VAN NOSTRAND
                                         --------------------------
                                         Name:    Robert L. Van Nostrand
                                         Title:   Vice President and
                                                  Chief Financial Officer


                                     THE BANK OF NEW YORK, as Trustee


                                     By: /s/ JULIE SALOVITCH-MILLER
                                         --------------------------
                                         Name:    Julie Salovitch-Miller
                                         Title:   Vice President

                                      -84-
<Page>

                                   EXHIBIT A-1

                          [FORM OF FACE OF GLOBAL NOTE]

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

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION
HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT,
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, RESELL OR OTHERWISE
TRANSFER THIS NOTE, OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE,
EXCEPT (A) TO OSI PHARMACEUTICALS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE), (D) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S"), OR (E) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES
TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E)
ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET

                                      A-1-1
<Page>

FORTH ON THE REVERSE HEREOF, RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF
THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS OSI
PHARMACEUTICALS, INC. MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE TERMS "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS.

     [THE FOREGOING LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THIS NOTE PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE
ORIGINAL ISSUANCE OF THIS NOTE.]

                                      A-1-2
<Page>

                            OSI PHARMACEUTICALS, INC.
                4% Convertible Senior Subordinated Notes due 2009


No.:  1                                            CUSIP:  671040 AA 1
Issue Date: February 1, 2002


     OSI PHARMACEUTICALS, INC., a Delaware corporation, promises to pay to Cede
& Co. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on February 1, 2009.

     This Note shall bear interest as specified on the other side of this Note.
This Note is convertible as specified on the other side of this Note.

     Additional provisions of this Note are set forth on the other side of this
Note.


Dated: February 1, 2002              OSI PHARMACEUTICALS, INC.

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

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

THE BANK OF NEW YORK, as Trustee,
certifies that this is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).

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

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

                                      A-1-3
<Page>

                         [FORM OF REVERSE SIDE OF NOTE]

                4% Convertible Senior Subordinated Note due 2009


1.   Cash Interest.

     The Company promises to pay interest in cash on the principal amount of
this Note at the rate per annum of 4%. The Company will pay cash interest
semiannually in arrears on August 1 and February 1 of each year (each an
"Interest Payment Date") to Holders of record at the close of business on the
immediately preceding January 15 and July 15 (whether or not a Business Day)
(each a "Regular Record Date"), as the case may be, immediately preceding such
Interest Payment Date. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or duly provided or, if no interest
has been paid, from the Issue Date. Cash interest will be computed on the basis
of a 360-day year of twelve 30-day months.

     In accordance with the terms of the Registration Rights Agreement, during
the first 90 days following the day on which an Event (as defined in the
Registration Rights Agreement) has occurred and is continuing, the Interest Rate
borne by the Notes shall be increased by .25% of the principal amount. From and
after the 91st day following the day on which an Event has occurred and such
Event is continuing, the Interest Rate borne by the Notes shall be increased by
an additional 0.5%. In no event shall the Interest Rate borne by the Notes
exceed 0.5%. Any amount of additional interest will be payable in cash
semiannually, in arrears, on each Interest Payment Date to Holders of record at
the close of business on the immediately preceding Regular Record Date and will
cease to accrue on the date the Event is cured. The Holder of this Security is
entitled to the benefits of the Registration Rights Agreement.

     The Holder of this Note is entitled to the benefits of the Pledge
Agreement, dated February 1, 2002, between the Company and the Trustee, pursuant
to which the Company has placed in the Pledge Account cash or Pledged Financial
Assets sufficient to provide for the payment of the first six interest payments
on this Note. The terms capitalized but undefined in this paragraph have the
meanings given to them in the Pledge Agreement.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of the principal of, premium, if any, and cash interest on
this Note to a Paying Agent. In respect of Redemption Prices and Change of
Control Repurchase Prices, the Company will make payments in respect of the
principal of, premium, if any, and cash interest on this Note (and any
Make-Whole Payment in the case of a Provisional Redemption) to Holders who
surrender Notes to a Paying Agent to collect such payments in respect of the
Notes. The Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.
A holder of Notes with an aggregate principal amount in excess of $10,000,000
will be paid by wire transfer in immediately available funds at the election of
such holder. Any payment required to be made on any day that is not a Business
Day will be made on the next succeeding Business Day.

                                      A-1-4
<Page>

3.   Paying Agent, Conversion Agent and Registrar.

     Initially, The Bank of New York (the "Trustee"), will act as Paying Agent,
Conversion Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent, Registrar or co-Registrar without notice, other than
notice to the Trustee, except that the Company will maintain at least one Paying
Agent in the State of New York, City of New York, Borough of Manhattan, which
shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries, or an Affiliate of either of them, may act as Paying Agent,
Conversion Agent, Registrar or co-Registrar.

4.   Indenture.

     The Company issued the Notes under an Indenture dated as of February 1,
2002 (the Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as in effect from time to time
(the "TIA"). Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all the
terms of the Indenture, and Noteholders are referred to the Indenture and the
TIA for a statement of those terms.

     The Notes are general unsecured obligations of the Company (except as
provided in Article 12 of the Indenture) limited to $200,000,000 aggregate
principal amount. Subject to Section 4.07 of the Indenture, the Indenture does
not limit other indebtedness of the Company, secured or unsecured.

5.   Provisional Redemption.

     The Notes may be redeemed at the election of the Company, as a whole or
from time to time in part on any date, upon not less than 30 nor more than 60
days' notice to the Trustee, at any time prior to February 1, 2005, at a
Redemption Price equal to $1,000 per $1,000 principal amount of the Notes plus
accrued and unpaid interest, if any, to but excluding the Provisional Redemption
Date if (i) the Closing Price of the Common Stock has exceeded 150% of the
Conversion Price then in effect for at least 20 Trading Days within a period of
30 consecutive Trading Days ending on the Trading Day prior to the Notice Date
and (ii) during the period that the Company is obligated, under the Registration
Rights Agreement, to keep a registration statement covering resales of the Notes
and the Common Stock issuable upon conversion thereof effective, such
registration statement is effective and available for use as of, and including,
the Notice Date through and including the Provisional Redemption Date. If a
Provisional Redemption Date is an Interest Payment Date, the semi-annual payment
will be payable to the holder of record as of the relevant Regular Record Date,
and the Redemption Price will not include such semi-annual interest payment.

     Upon any such Provisional Redemption, the Company shall make an additional
Make-Whole Payment with respect to the Notes called for redemption to Holders on
the Notice Date in an amount equal to $120 per $1,000 principal amount of the
Notes to be redeemed, less the

                                      A-1-5
<Page>

amount of any interest actually paid on such Notes prior to or on the
Provisional Redemption Date. The Make-Whole payment is payable in cash. The
Company shall make the Make-Whole Payment on all Notes called for Provisional
Redemption, including those Notes converted into Common Stock after the Notice
Date and before the Provisional Redemption Date.

6.   Optional Redemption.

     At any time on or after February 1, 2005, the Company may at its option
redeem the Notes in whole at any time or in part from time to time upon not less
than 30 nor more than 60 days' notice, at a Redemption Price equal to $1,000 per
$1,000 principal amount, plus any accrued and unpaid interest to but excluding
the Redemption Date, if the Closing Price of the Common Stock has exceeded 140%
of the Conversion Price (as such may be adjusted from time to time) then in
effect for at least 20 Trading Days within a period of 30 consecutive Trading
Days ending on the Trading Day prior to the date on which the Company mails the
Optional Redemption Notice pursuant to Section 3.05 of the Indenture. If an
Optional Redemption Date is an Interest Payment Date, the semi-annual interest
payment will be payable to the holder of record as of the relevant Regular
Record Date, and the redemption price will not include the semi-annual interest
payment.

     If the Company does not redeem all the Notes, the Trustee will select the
Notes to be redeemed in principal amounts of $1,000 or whole multiples of $1,000
by lot or on a pro rata basis. If any Notes are to be redeemed in part only, a
new Note or Notes in principal amount equal to the unredeemed principal portion
thereof will be issued. If a portion of a Holder's Notes is selected for partial
redemption and the Holder converts a portion of its Notes, the converted portion
will be deemed to be taken from the portion selected for redemption.

     No sinking fund is provided for the Notes.

7.   Repurchase by the Company at the Option of the Holder.

     If a Change of Control occurs, the Holder, at the Holder's option, shall
have the right, in accordance with the provisions of the Indenture, to require
the Company to repurchase all or any portion of the principal amount of the
Notes that is at least $1,000 or an integral multiple thereof (provided that the
portion of the principal amount of this Note to be outstanding after such
repurchase is at least equal to $1,000) at the Change of Control Repurchase
Price in cash (or Common Stock subject to the following paragraph), plus any
interest accrued and unpaid to, but excluding, the Change of Control Repurchase
Date.

     Subject to the conditions provided in the Indenture, the Company may elect
to pay the Change of Control Repurchase Price by delivering a number of shares
of Common Stock equal to (i) the Change of Control Repurchase Price divided by
(ii) 95% of the average of the Closing Prices per share of Common Stock for the
five consecutive Trading Days ending on the third Trading Day prior to the
Change of Control Repurchase Date.

                                      A-1-6
<Page>

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

     Notice of the occurrence of a Change of Control will be given by the
Company to the Holders as provided in the Indenture. To exercise a repurchase
right, a Holder must deliver to the Trustee a written notice as provided in the
Indenture.

     Holders have the right to withdraw any Change of Control Repurchase Notice
by delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture.

8.   Notice of Redemption.

     Notice of redemption will be mailed by the Company not less than 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at the Holder's address as it appears on the registration books of
the registrar. If money sufficient to pay the Redemption Price of all Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to or on the Redemption Date, immediately after such
Redemption Date interest ceases to accrue on such Notes or portions thereof.
Notes in denominations larger than $1,000 of principal amount may be redeemed in
part but only in integral multiples of $1,000 of principal amount.

9.   Conversion.

     Subject to the next two succeeding sentences, a Holder of a Note may
convert it into shares of Common Stock of the Company at any time before the
close of business on February 1, 2009. If the Note is called for redemption, the
Holder may convert it at any time before the close of business on the Business
Day preceding the Redemption Date, unless the Company defaults in the payment of
the Redemption Price due. A Note in respect of which a Holder has delivered a
Change of Control Repurchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Price shall be $50.00 per share of Common Stock,
subject to adjustment in certain events described in the Indenture. The Company
shall pay a cash adjustment as provided in the Indenture in lieu of any
fractional share of Common Stock.

     To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
duly signed and endorsed to the Conversion Agent, (3) furnish appropriate
endorsements and transfer documents if required by the Conversion Agent, the
Company or the Trustee and (4) pay any transfer or similar tax or payment
detailed below, if required.

                                      A-1-7
<Page>

     Notes surrendered for conversion, other than those called for Provisional
Redemption or Optional Redemption, after the close of business on any Regular
Record Date but prior to the opening of business on the next succeeding Interest
Payment Date shall be accompanied by payment in New York Clearing House funds or
other funds acceptable to the Company of an amount equal to the interest to be
received on such Interest Payment Date on the principal amount of Notes being
surrendered for conversion. No such payment will be required if the Notes have
been called for Provisional Redemption or Optional Redemption.

10.  Conversion Arrangement on Call for Redemption.

     Any Notes called for redemption, unless surrendered for conversion before
the close of business on the Redemption Date, may be deemed to be purchased from
the Holders of such Notes at an amount not less than the Redemption Price, by
one or more investment bankers or other purchasers who may agree with the
Company to purchase such Notes from the Holders, to convert them into Common
Stock of the Company and to make payment for such Notes to the Trustee in trust
for such Holders.

11.  Denominations; Transfer; Exchange.

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

12.  Persons Deemed Owners.

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

13.  Unclaimed Money or Notes.

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

                                      A-1-8
<Page>

14.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Notes may be amended with the written consent of the Holders of at least
a majority in aggregate principal amount of the Notes at the time outstanding
and (ii) certain Defaults may be waived with the written consent of the Holders
of a majority in aggregate principal amount of the Notes at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Noteholder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article 5 of the Indenture (provided that certain conditions
set forth therein are satisfied), to make any change that does not adversely
affect the rights of any Noteholder, or to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the TIA.

15.  Defaults and Remedies.

     Under the Indenture, Events of Default include (1) the Company fails to pay
when due the principal of or premium, if any, on any of the Notes at maturity,
upon redemption or exercise of a repurchase right or otherwise, whether or not
such payment is prohibited by Article 11 of the Indenture; (2) the Company fails
to pay an installment of interest (including liquidated damages, if any) on any
of the Notes on an Interest Payment Date and such failure to pay interest
continues for 30 days after such Interest Payment Date, whether or not such
payment is prohibited by Article 11 of the Indenture, provided that a failure to
make any of the first six scheduled interest payments on the Notes within 3
Business Days after the applicable Interest Payment Date will constitute an
Event of Default with no additional grace or cure period; (3) the Company fails
to deliver shares of Common Stock, together with cash in lieu of fractional
shares, when such Common Stock or cash in lieu of fractional shares is required
to be delivered upon conversion of a Note pursuant to Article 10 of the
Indenture or upon exercise of a repurchase right and such failure continues for
10 days after the delivery due date; (4) the Company fails to perform or observe
any other term, covenant or agreement contained in the Notes or the Indenture
for a period of 60 days after 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 the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding; (5) (A) one or more defaults in
the payment of principal of or premium, if any, on any of the Company's
Indebtedness aggregating $5.0 million or more, when the same becomes due and
payable at the scheduled maturity thereof, and such default or defaults shall
have continued after any applicable grace period and shall not have been cured
or waived within a 30-day period after the date of such default or (B) any of
the Company's Indebtedness aggregating $5.0 million or more shall have been
accelerated or otherwise declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required prepayment) prior to the
scheduled maturity thereof and such acceleration is not rescinded or annulled
within a 30-day period after the date of such acceleration; (6) certain events
of bankruptcy, insolvency or reorganization with respect to the Company or any
Significant Subsidiary and (7) the Pledge Agreement shall cease to be in full
force and effect (unless it shall have been terminated in accordance with its
terms) or enforceable in accordance with its terms. If an Event of Default
(other than an Event of Default specified in clause (6) above) occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate principal
amount of the Notes at the time outstanding, may declare all the

                                      A-1-9
<Page>

Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default that will result in the Notes becoming due and
payable immediately upon the occurrence of such Events of Default.

     Noteholders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Notes at
the time outstanding may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
Default (except a Default in payment of amounts specified in clause (1) or (2)
above) if it determines that withholding notice is in their interests.

16.  Subordination

     The payment of principal of, premium, if any, and interest on the Notes
will be subordinated (except as provided in Article 12 of the Indenture) in
right of payment, as set forth in the Indenture, to the prior payment in full in
cash or cash equivalents of all Senior Indebtedness whether outstanding on the
date of the Indenture or thereafter incurred.

17.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

18.  No Recourse Against Others.

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

19.  Authentication.

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

20.  Abbreviations.

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

                                     A-1-10
<Page>

21.  GOVERNING LAW.

     THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

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

          General Counsel
          OSI Pharmaceuticals, Inc.
          58 South Service Road, Suite 110
          Melville, New York 11747

                                     A-1-11
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax ID no.)

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

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

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

and irrevocably appoint

____________________ agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

                                CONVERSION NOTICE

To convert this Note into Common Stock of the Company, check the box:

                                    / /

To convert only part of this Note, state the principal amount to be converted
(which must be $1,000 or an integral multiple of $1,000):

$_______________________

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

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

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


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

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

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

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

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

Date:                              Your Signature:
     -----------------------------                 -----------------------------

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

                                     A-1-12
<Page>

                                   EXHIBIT A-2

                       [FORM OF FACE OF CERTIFICATED NOTE]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION
HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT,
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, RESELL OR OTHERWISE
TRANSFER THIS NOTE, OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE,
EXCEPT (A) TO OSI PHARMACEUTICALS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE), (D) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S"), OR (E) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES
TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E)
ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF, RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER
IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS OSI PHARMACEUTICALS, INC.
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE TERMS "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.

     [THE FOREGOING LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THIS NOTE PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE
ORIGINAL ISSUANCE OF THIS NOTE.]

                                      A-2-1
<Page>

                            OSI PHARMACEUTICALS, INC.
                4% Convertible Senior Subordinated Notes due 2009


No.                                               CUSIP:
Issue Date:  February 1, 2002

     OSI PHARMACEUTICALS, INC., a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of TWO HUNDRED MILLION
DOLLARS ($200,000,000) on February 1, 2009.

     This Note shall bear interest as specified on the other side of this Note.
This Note is convertible as specified on the other side of this Note.

     Additional provisions of this Note are set forth on the other side of this
Note.

Dated: February 1, 2002              OSI PHARMACEUTICALS, INC.

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

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).

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

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

                                      A-2-2
<Page>

                         [FORM OF REVERSE SIDE OF NOTE]

                4% Convertible Senior Subordinated Note due 2009

1.   Cash Interest.

     The Company promises to pay interest in cash on the principal amount of
this Note at the rate per annum of 4%. The Company will pay cash interest
semiannually in arrears on August 1 and February 1 of each year (each an
"Interest Payment Date") to Holders of record at the close of business on the
immediately preceding January 15 and July 15 (whether or not a Business Day)
(each a "Regular Record Date"), as the case may be, immediately preceding such
Interest Payment Date. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or duly provided or, if no interest
has been paid, from the Issue Date. Cash interest will be computed on the basis
of a 360-day year of twelve 30-day months.

     In accordance with the terms of the Registration Rights Agreement, during
the first 90 days following the day on which an Event (as defined in the
Registration Rights Agreement) has occurred and is continuing, the Interest Rate
borne by the Notes shall be increased by .25% of the principal amount. From and
after the 91st day following the day on which an Event has occurred and such
Event is continuing, the Interest Rate borne by the Notes shall be increased by
an additional 0.5%. In no event shall the Interest Rate borne by the Notes
exceed 0.5%. Any amount of additional interest will be payable in cash
semiannually, in arrears, on each Interest Payment Date to Holders of record at
the close of business on the immediately preceding Regular Record Date and will
cease to accrue on the date the Event is cured. The Holder of this Security is
entitled to the benefits of the Registration Rights Agreement.

     The Holder of this Note is entitled to the benefits of the Pledge
Agreement, dated February 1, 2002, between the Company and the Trustee, pursuant
to which the Company has placed in the Pledge Account cash or Pledged Financial
Assets sufficient to provide for the payment of the first six interest payments
on this Note. The terms capitalized but undefined in this paragraph have the
meanings given to them in the Pledge Agreement.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of the principal of, premium, if any, and cash interest on
this Note to a Paying Agent. In respect of Redemption Prices and Change of
Control Repurchase Prices, the Company will make payments in respect of the
principal of, premium, if any, and cash interest on this Note (and any
Make-Whole Payment in the case of a Provisional Redemption) to Holders who
surrender Notes to a Paying Agent to collect such payments in respect of the
Notes. The Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.
A holder of Notes with an aggregate principal amount in excess of $10,000,000
will be paid by wire transfer in immediately available funds at the election of
such holder. Any payment required to be made on any day that is not a Business
Day will be made on the next succeeding Business Day.

                                      A-2-3
<Page>

3.   Paying Agent, Conversion Agent and Registrar.

     Initially, The Bank of New York (the "Trustee"), will act as Paying Agent,
Conversion Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent, Registrar or co-Registrar without notice, other than
notice to the Trustee, except that the Company will maintain at least one Paying
Agent in the State of New York, City of New York, Borough of Manhattan, which
shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries, or an Affiliate of either of them, may act as Paying Agent,
Conversion Agent, Registrar or co-Registrar.

4.   Indenture.

     The Company issued the Notes under an Indenture dated as of February 1,
2002 (the Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as in effect from time to time
(the "TIA"). Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all the
terms of the Indenture, and Noteholders are referred to the Indenture and the
TIA for a statement of those terms.

     The Notes are general unsecured obligations of the Company (except as
provided in Article 12 of the Indenture) limited to $200,000,000 aggregate
principal amount. Subject to Section 4.07 of the Indenture, the Indenture does
not limit other indebtedness of the Company, secured or unsecured.

5.   Provisional Redemption.

     The Notes may be redeemed at the election of the Company, as a whole or
from time to time in part on any date, upon not less than 30 nor more than 60
days' notice to the Trustee, at any time prior to February 1, 2005, at a
Redemption Price equal to $1,000 per $1,000 principal amount of the Notes plus
accrued and unpaid interest, if any, to but excluding the Provisional Redemption
Date if (i) the Closing Price of the Common Stock has exceeded 150% of the
Conversion Price then in effect for at least 20 Trading Days within a period of
30 consecutive Trading Days ending on the Trading Day prior to the Notice Date
and (ii) during the period that the Company is obligated, under the Registration
Rights Agreement, to keep a registration statement covering resales of the Notes
and the Common Stock issuable upon conversion thereof effective, such
registration statement is effective and available for use as of, and including,
the Notice Date through and including the Provisional Redemption Date. If a
Provisional Redemption Date is an Interest Payment Date, the semi-annual payment
will be payable to the holder of record as of the relevant Regular Record Date,
and the Redemption Price will not include such semi-annual interest payment.

     Upon any such Provisional Redemption, the Company shall make an additional
Make-Whole Payment with respect to the Notes called for redemption to Holders on
the Notice Date in an amount equal to $120 per $1,000 principal amount of the
Notes to be redeemed, less the

                                      A-2-4
<Page>

amount of any interest actually paid on such Notes prior to or on the
Provisional Redemption Date. The Make-Whole payment is payable in cash. The
Company shall make the Make-Whole Payment on all Notes called for Provisional
Redemption, including those Notes converted into Common Stock after the Notice
Date and before the Provisional Redemption Date.

6.   Optional Redemption.

     At any time on or after February 1, 2005, the Company may at its option
redeem the Notes in whole at any time or in part from time to time upon not less
than 30 nor more than 60 days' notice, at a Redemption Price equal to $1,000 per
$1,000 principal amount, plus any accrued and unpaid interest to but excluding
the Redemption Date, if the Closing Price of the Common Stock has exceeded 140%
of the Conversion Price (as such may be adjusted from time to time) then in
effect for at least 20 Trading Days within a period of 30 consecutive Trading
Days ending on the Trading Day prior to the date on which the Company mails the
Optional Redemption Notice pursuant to Section 3.05 of the Indenture. If an
Optional Redemption Date is an Interest Payment Date, the semi-annual interest
payment will be payable to the holder of record as of the relevant Regular
Record Date, and the redemption price will not include the semi-annual interest
payment.

     If the Company does not redeem all the Notes, the Trustee will select the
Notes to be redeemed in principal amounts of $1,000 or whole multiples of $1,000
by lot or on a pro rata basis. If any Notes are to be redeemed in part only, a
new Note or Notes in principal amount equal to the unredeemed principal portion
thereof will be issued. If a portion of a Holder's Notes is selected for partial
redemption and the Holder converts a portion of its Notes, the converted portion
will be deemed to be taken from the portion selected for redemption.

     No sinking fund is provided for the Notes.

7.   Repurchase by the Company at the Option of the Holder.

     If a Change of Control occurs, the Holder, at the Holder's option, shall
have the right, in accordance with the provisions of the Indenture, to require
the Company to repurchase all or any portion of the principal amount of the
Notes that is at least $1,000 or an integral multiple thereof (provided that the
portion of the principal amount of this Note to be outstanding after such
repurchase is at least equal to $1,000) at the Change of Control Repurchase
Price in cash (or Common Stock subject to the following paragraph), plus any
interest accrued and unpaid to, but excluding, the Change of Control Repurchase
Date.

     Subject to the conditions provided in the Indenture, the Company may elect
to pay the Change of Control Repurchase Price by delivering a number of shares
of Common Stock equal to (i) the Change of Control Repurchase Price divided by
(ii) 95% of the average of the Closing Prices per share of Common Stock for the
five consecutive Trading Days ending on the third Trading Day prior to the
Change of Control Repurchase Date.

                                      A-2-5
<Page>

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

     Notice of the occurrence of a Change of Control will be given by the
Company to the Holders as provided in the Indenture. To exercise a repurchase
right, a Holder must deliver to the Trustee a written notice as provided in the
Indenture.

     Holders have the right to withdraw any Change of Control Repurchase Notice
by delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture.

8.   Notice of Redemption.

     Notice of redemption will be mailed by the Company not less than 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at the Holder's address as it appears on the registration books of
the registrar. If money sufficient to pay the Redemption Price of all Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to or on the Redemption Date, immediately after such
Redemption Date interest ceases to accrue on such Notes or portions thereof.
Notes in denominations larger than $1,000 of principal amount may be redeemed in
part but only in integral multiples of $1,000 of principal amount.

9.   Conversion.

     Subject to the next two succeeding sentences, a Holder of a Note may
convert it into shares of Common Stock of the Company at any time before the
close of business on February 1, 2009. If the Note is called for redemption, the
Holder may convert it at any time before the close of business on the Business
Day preceding the Redemption Date, unless the Company defaults in the payment of
the Redemption Price due. A Note in respect of which a Holder has delivered a
Change of Control Repurchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Price shall be $50.00 per share of Common Stock,
subject to adjustment in certain events described in the Indenture. The Company
shall pay a cash adjustment as provided in the Indenture in lieu of any
fractional share of Common Stock.

     To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
duly signed and endorsed to the Conversion Agent, (3) furnish appropriate
endorsements and transfer documents if required by the Conversion Agent, the
Company or the Trustee and (4) pay any transfer or similar tax or payment
detailed below, if required.

                                      A-2-6
<Page>

     Notes surrendered for conversion, other than those called for Provisional
Redemption or Optional Redemption, after the close of business on any Regular
Record Date but prior to the opening of business on the next succeeding Interest
Payment Date shall be accompanied by payment in New York Clearing House funds or
other funds acceptable to the Company of an amount equal to the interest to be
received on such Interest Payment Date on the principal amount of Notes being
surrendered for conversion. No such payment will be required if the Notes have
been called for Provisional Redemption or Optional Redemption.

10.  Conversion Arrangement on Call for Redemption.

     Any Notes called for redemption, unless surrendered for conversion before
the close of business on the Redemption Date, may be deemed to be purchased from
the Holders of such Notes at an amount not less than the Redemption Price, by
one or more investment bankers or other purchasers who may agree with the
Company to purchase such Notes from the Holders, to convert them into Common
Stock of the Company and to make payment for such Notes to the Trustee in trust
for such Holders.

11.  Denominations; Transfer; Exchange.

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

12.  Persons Deemed Owners.

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

13.  Unclaimed Money or Notes.

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

                                      A-2-7
<Page>

14.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Notes may be amended with the written consent of the Holders of at least
a majority in aggregate principal amount of the Notes at the time outstanding
and (ii) certain Defaults may be waived with the written consent of the Holders
of a majority in aggregate principal amount of the Notes at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Noteholder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article 5 of the Indenture (provided that certain conditions
set forth therein are satisfied), to make any change that does not adversely
affect the rights of any Noteholder, or to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the TIA.

15.  Defaults and Remedies.

     Under the Indenture, Events of Default include (1) the Company fails to pay
when due the principal of or premium, if any, on any of the Notes at maturity,
upon redemption or exercise of a repurchase right or otherwise, whether or not
such payment is prohibited by Article 11 of the Indenture; (2) the Company fails
to pay an installment of interest (including liquidated damages, if any) on any
of the Notes on an Interest Payment Date and such failure to pay interest
continues for 30 days after such Interest Payment Date, whether or not such
payment is prohibited by Article 11 of the Indenture, provided that a failure to
make any of the first six scheduled interest payments on the Notes within 3
Business Days after the applicable Interest Payment Date will constitute an
Event of Default with no additional grace or cure period; (3) the Company fails
to deliver shares of Common Stock, together with cash in lieu of fractional
shares, when such Common Stock or cash in lieu of fractional shares is required
to be delivered upon conversion of a Note pursuant to Article 10 of the
Indenture or upon exercise of a repurchase right and such failure continues for
10 days after the delivery due date; (4) the Company fails to perform or observe
any other term, covenant or agreement contained in the Notes or the Indenture
for a period of 60 days after 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 the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding; (5) (A) one or more defaults in
the payment of principal of or premium, if any, on any of the Company's
Indebtedness aggregating $5.0 million or more, when the same becomes due and
payable at the scheduled maturity thereof, and such default or defaults shall
have continued after any applicable grace period and shall not have been cured
or waived within a 30-day period after the date of such default or (B) any of
the Company's Indebtedness aggregating $5.0 million or more shall have been
accelerated or otherwise declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required prepayment) prior to the
scheduled maturity thereof and such acceleration is not rescinded or annulled
within a 30-day period after the date of such acceleration; (6) certain events
of bankruptcy, insolvency or reorganization with respect to the Company or any
Significant Subsidiary and (7) the Pledge Agreement shall cease to be in full
force and effect (unless it shall have been terminated in accordance with its
terms) or enforceable in accordance with its terms. If an Event of Default
(other than an Event of Default specified in clause (6) above) occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate principal
amount of the Notes at the time outstanding, may declare all the

                                      A-2-8
<Page>

Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default that will result in the Notes becoming due and
payable immediately upon the occurrence of such Events of Default.

     Noteholders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Notes at
the time outstanding may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
Default (except a Default in payment of amounts specified in clause (1) or (2)
above) if it determines that withholding notice is in their interests.

16.  Subordination

     The payment of principal of, premium, if any, and interest on the Notes
will be subordinated (except as provided in Article 12 of the Indenture) in
right of payment, as set forth in the Indenture, to the prior payment in full in
cash or cash equivalents of all Senior Indebtedness whether outstanding on the
date of the Indenture or thereafter incurred.

17.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

18.  No Recourse Against Others.

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

19.  Authentication.

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

20.  Abbreviations.

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

                                      A-2-9
<Page>

21.  GOVERNING LAW.

     THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                   ----------

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

          General Counsel
          OSI Pharmaceuticals, Inc.
          58 South Service Road, Suite 110
          Melville, New York 11747

                                     A-2-10
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax ID no.)

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

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

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

and irrevocably appoint

____________________ agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

                                CONVERSION NOTICE

To convert this Note into Common Stock of the Company, check the box:

                                       / /

To convert only part of this Note, state the principal amount to be converted
(which must be $1,000 or an integral multiple of $1,000):

$_______________________

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

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

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

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

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

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

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


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

Date:                              Your Signature:
     -----------------------------                 -----------------------------

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

                                     A-2-11
<Page>

                                   EXHIBIT B-1

                              Transfer Certificate

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

     / /  A transfer of the Surrendered Notes is made to the Company or any
          subsidiaries; or

     / /  The transfer of the Surrendered Notes complies with Rule 144A under
          the U.S. Securities Act of 1933, as amended (the "Securities Act"); or

     / /  The transfer of the Surrendered Notes is to an institutional
          accredited investor, as described in Rule 501(a)(1), (2), (3) or (7)
          of Regulation D under the Securities Act; or

     / /  The transfer of the Surrendered Notes is pursuant to an effective
          registration statement under the Securities Act, or

     / /  The transfer of the Surrendered Notes is pursuant to an offshore
          transaction in accordance with Rule 904 of Regulation S under the
          Securities Act; or

     / /  The transfer of the Surrendered Notes is pursuant to another available
          exemption from the registration requirement of the Securities Act.

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

     / /  The transferee is an Affiliate of the Company.

DATE:
     ---------------------             -----------------------------------------
                                                      Signature(s)

            (If the registered owner is a corporation, partnership or
             fiduciary, the title of the Person signing on behalf of
                     such registered owner must be stated.)

                                      B-1-1
<Page>

                                   EXHIBIT B-2

             Form of Letter to Be Delivered by Accredited Investors

OSI Pharmaceuticals, Inc.
58 South Service Road, Suite 110
Melville, NY 11747
Attention: Barbara Wood, General Counsel

The Bank of New York
5 Penn Plaza, Thirteenth Floor
New York, New York 10001
Attention: Corporate Trust Department

Telephone No. (212) 896-7105
Facsimile No. (212) 896-7294

Dear Sirs:

     We are delivering this letter in connection with the proposed transfer of
$_____________ principal amount of the 4% Convertible Senior Subordinated Notes
due 2009 (the "Notes") of OSI Pharmaceuticals, Inc. (the "Company"), which are
convertible into shares of the Company's Common Stock, $0.01 par value per share
(the "Common Stock").

     We hereby confirm that:

           (i)  we are an "accredited investor" within the meaning of Rule
     501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
     "Securities Act"), or an entity in which all of the equity owners are
     accredited investors within the meaning of Rule 501(a)(1), (2) or (3) under
     the Securities Act (an "Institutional Accredited Investor");

          (ii)  the purchase of Notes by us is for our own account or for the
     account of one or more other Institutional Accredited Investors or as
     fiduciary for the account of one or more trusts, each of which is an
     "accredited investor" within the meaning of Rule 501(a)(7) under the
     Securities Act and for each of which we exercise sole investment discretion
     or (B) we are a "bank," within the meaning of Section 3(a)(2) of the
     Securities Act, or a "savings and loan association" or other institution
     described in Section 3(a)(5)(A) of the Securities Act that is acquiring
     Notes fiduciary for the account of one or more institutions for which we
     exercise sole investment discretion;

          (iii) we have such knowledge and experience in financial and business
     matters that we are capable of evaluating the merits and risks of
     purchasing Notes; and

          (iv)  we are not acquiring Notes with a view to distribution thereof
     or with any present intention of offering or selling Notes or the Common
     Stock issuable upon conversion thereof, except as permitted below; provided
     that the disposition of our

                                      B-2-1
<Page>

     property and property of any accounts for which we are acting as fiduciary
     shall remain at all times within our control.

     We understand that the Notes were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Notes and the shares of Common
Stock (the "Notes") issuable upon conversion thereof have not been registered
under the Securities Act, and we agree, on our own behalf and on behalf of each
account for which we acquire any Notes, that if in the future we decide to
resell or otherwise transfer such Notes prior to the date (the "Resale
Restriction Termination Date") which is two years after the later of the
original issuance of the Notes and the last date on which the Company or an
affiliate of the Company was the owner of the Note, such Notes may be resold or
otherwise transferred only (i) to the Company or any subsidiary thereof, or (ii)
for as long as the Notes are eligible for resale pursuant to Rule 144A, to a
person it reasonably believes is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) that purchases for its own account or for
the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A, or (iii) to an Institutional
Accredited Investor that is acquiring the Note for its own account, or for the
account of such Institutional Accredited Investor for investment purposes and
not with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act, or (iv) pursuant to another available exemption
from registration under the Securities Act (if applicable), or (v) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Notes. We further agree to provide
any person purchasing any of the Notes other than pursuant to clause (v) above
from us a notice advising such purchaser that resales of such Notes are
restricted as stated herein. We understand that the trustee or the transfer
agent, as the case may be, for the Notes will not be required to accept for
registration of transfer any Notes pursuant to (iii) or (iv) above except upon
presentation of evidence satisfactory to the Company that the foregoing
restrictions on transfer have been complied with. We further understand that any
Notes will be in the form of definitive physical certificates and that such
certificates will bear a legend reflecting the substance of this paragraph other
than certificates representing Notes transferred pursuant to clause (v) above.

     We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

                                      B-2-2
<Page>

     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

                                     ------------------------------------------
                                     (Name of Purchaser)

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

                                      B-2-3