<PAGE>
                                                                     EXHIBIT 4.6




                     COMPUTER NETWORK TECHNOLOGY CORPORATION

                      3.00% CONVERTIBLE SUBORDINATED NOTES
                                    DUE 2007

                                    INDENTURE

                          DATED AS OF FEBRUARY 20, 2002



                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA SECTION                                                            INDENTURE SECTION
<S>                                                                  <C>
Section 310(a)(1) ........................................                          9.10
           (a)(2) ........................................                          9.10
           (a)(3) ........................................                        N.A.**
           (a)(4) ........................................                          N.A.
           (a)(5) ........................................                          9.10
           (b) ...........................................                     9.8; 9.10
           (c) ...........................................                          N.A.
Section 311(a) ...........................................                          9.11
           (b) ...........................................                          9.11
           (c) ...........................................                          N.A.
Section 312(a) ...........................................                           2.5
           (b) ...........................................                          13.3
           (c) ...........................................                          13.3
Section 313(a) ...........................................                           9.6
           (b)(1) ........................................                          N.A.
           (b)(2) ........................................                           9.6
           (c) ...........................................                     9.6; 13.2
           (d) ...........................................                           9.6
Section 314(a) ...........................................           6.2; 6.3, 6.4; 13.2
           (b) ...........................................                          N.A.
           (c)(1) ........................................                       13.4(a)
           (c)(2) ........................................                       13.4(a)
           (c)(3) ........................................                          N.A.
           (d) ...........................................                          N.A.
           (e) ...........................................                       13.4(b)
           (f) ...........................................                          N.A.
Section 315(a) ...........................................                        9.1(b)
           (b) ...........................................                     9.5; 13.2
           (c) ...........................................                        9.1(a)
           (d) ...........................................                        9.1(c)
           (e) ...........................................                          8.11
Section 316(a)(last sentence) ............................                           2.9
           (a)(1)(A) .....................................                           8.5
           (a)(1)(B) .....................................                           8.4
           (a)(2) ........................................                          N.A.
           (b) ...........................................                           8.7
           (c) ...........................................                          13.5
Section 317(a)(1) ........................................                           8.8
           (a)(2) ........................................                           8.9
           (b) ...........................................                           2.4
</TABLE>

*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
     this Indenture.

**   N.A. means Not Applicable.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
                                                     ARTICLE I
                                     DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions ...................................................................................    1
Section 1.2    Other Definitions .............................................................................    4
Section 1.3    Trust Indenture Act Provisions ................................................................    5
Section 1.4    Rules of Construction .........................................................................    5

                                                     ARTICLE II
                                                   THE SECURITIES

Section 2.1    Form and Dating................................................................................    5
Section 2.2    Execution and Authentication ..................................................................    6
Section 2.3    Registrar, Paying Agent and Conversion Agent ..................................................    6
Section 2.4    Paying Agent To Hold Money in Trust ...........................................................    7
Section 2.5    Securityholder Lists ..........................................................................    7
Section 2.6    Transfer and Exchange .........................................................................    7
Section 2.7    Replacement Securities ........................................................................    8
Section 2.8    Outstanding Securities ........................................................................    8
Section 2.9    Treasury Securities ...........................................................................    8
Section 2.10   Temporary Securities ..........................................................................    8
Section 2.11   Cancellation ..................................................................................    8
Section 2.12   Additional Transfer and Exchange Requirements .................................................    9
Section 2.13   CUSIP Numbers .................................................................................   12

                                                    ARTICLE III
                                               PROVISIONAL REDEMPTION

Section 3.1    Right to Provisionally Redeem; Notice to Trustee ..............................................   12
Section 3.2    Selection of Securities to be Redeemed ........................................................   13
Section 3.3    Notice of Redemption ..........................................................................   13
Section 3.4    Effect of Notice of Redemption ................................................................   13
Section 3.5    Deposit of Redemption Price ...................................................................   14
Section 3.6    Securities Redeemed in Part ...................................................................   14
Section 3.7    Conversion Arrangement on Call For Redemption .................................................   14

                                                     ARTICLE IV
                                                     CONVERSION

Section 4.1    Conversion Privilege ..........................................................................   14
Section 4.2    Conversion Procedure ..........................................................................   15
Section 4.3    Fractional Shares .............................................................................   16
Section 4.4    Taxes on Conversion ...........................................................................   16
Section 4.5    Company to Provide Stock ......................................................................   16
Section 4.6    Adjustment of Conversion Price ................................................................   16
Section 4.7    No Adjustment .................................................................................   19
Section 4.8    Adjustment for Tax Purposes ...................................................................   19
Section 4.9    Notice of Adjustment ..........................................................................   19
Section 4.10   Notice of Certain Transactions ................................................................   19
Section 4.11   Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege .............   19
Section 4.12   Trustee's Disclaimer ..........................................................................   20
Section 4.13   Voluntary Reduction ...........................................................................   20
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
                                                     ARTICLE V
                                                   SUBORDINATION

Section 5.1    Agreement of Subordination ....................................................................   20
Section 5.2    Payments to Holders ...........................................................................   20
Section 5.3    Subrogation of Securities .....................................................................   22
Section 5.4    Authorization to Effect Subordination .........................................................   23
Section 5.5    Notice to Trustee .............................................................................   23
Section 5.6    Trustee's Relation to Senior Indebtedness .....................................................   23
Section 5.7    No Impairment of Subordination ................................................................   24
Section 5.8    Certain Conversions Deemed Payment ............................................................   24
Section 5.9    Article Applicable to Paying Agents ...........................................................   24
Section 5.10   Senior Indebtedness Entitled to Rely ..........................................................   24

                                                     ARTICLE VI
                                                     COVENANTS

Section 6.1    Payment of Securities .........................................................................   24
Section 6.2    SEC Reports ...................................................................................   24
Section 6.3    Compliance Certificates .......................................................................   25
Section 6.4    Further Instruments and Acts ..................................................................   25
Section 6.5    Maintenance of Corporate Existence ............................................................   25
Section 6.6    Rule 144A Information Requirement .............................................................   25
Section 6.7    Stay, Extension and Usury Laws ................................................................   25
Section 6.8    Payment of Liquidated Damages .................................................................   25
Section 6.9    Resale of Certain Securities ..................................................................   25


                                                    ARTICLE VII
                                CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.1    Company May Consolidate, Etc. Only on Certain Terms ...........................................   26
Section 7.2    Successor Substituted .........................................................................   26

                                                    ARTICLE VIII
                                                DEFAULT AND REMEDIES

Section 8.1    Events of Default .............................................................................   26
Section 8.2    Acceleration ..................................................................................   27
Section 8.3    Other Remedies ................................................................................   27
Section 8.4    Waiver of Defaults and Events of Default ......................................................   28
Section 8.5    Control By Majority ...........................................................................   28
Section 8.6    Limitations on Suits ..........................................................................   28
Section 8.7    Rights of Holders to Receive Payment and to Convert ...........................................   28
Section 8.8    Collection Suit By Trustee ....................................................................   28
Section 8.9    Trustee May File Proofs of Claim ..............................................................   28
Section 8.10   Priorities ....................................................................................   29
Section 8.11   Undertaking for Costs .........................................................................   29

                                                     ARTICLE IX
                                                      TRUSTEE

Section 9.1    Duties of Trustee .............................................................................   29
Section 9.2    Rights of Trustee .............................................................................   29
Section 9.3    Individual Rights of Trustee ..................................................................   30
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
Section 9.4    Trustee's Disclaimer ..........................................................................   30
Section 9.5    Notice of Default or Events of Default ........................................................   30
Section 9.6    Reports By Trustee To Holders .................................................................   30
Section 9.7    Compensation and Indemnity ....................................................................   31
Section 9.8    Replacement of Trustee ........................................................................   31
Section 9.9    Successor Trustee By Merger, Etc ..............................................................   32
Section 9.10   Eligibility; Disqualification .................................................................   32
Section 9.11   Preferential Collection of Claims Against Company .............................................   32

                                                     ARTICLE X
                                      SATISFACTION AND DISCHARGE OF INDENTURE

Section 10.1   Satisfaction and Discharge of Indenture .......................................................   32
Section 10.2   Application of Trust Money ....................................................................   32
Section 10.3   Repayment To Company ..........................................................................   33
Section 10.4   Reinstatement .................................................................................   33

                                                     ARTICLE XI
                                        AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 11.1   Without Consent of Holders ....................................................................   33
Section 11.2   With Consent of Holders .......................................................................   33
Section 11.3   Compliance With Trust Indenture Act ...........................................................   34
Section 11.4   Revocation and Effect of Consents .............................................................   34
Section 11.5   Notation on or Exchange of Securities .........................................................   34
Section 11.6   Trustee To Sign Amendments, Etc ...............................................................   34

                                                    ARTICLE XII
                            REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE IN CONTROL

Section 12.1   Change in Control Put .........................................................................   34
Section 12.2   Effect of Change in Control Repurchase Notice .................................................   36
Section 12.3   Deposit of Change in Control Repurchase Price .................................................   36
Section 12.4   Securities Purchased in Part ..................................................................   37
Section 12.5   Compliance with Securities Laws Upon Purchase of Securities ...................................   37
Section 12.6   Repayment to the Company ......................................................................   37

                                                    ARTICLE XIII
                                                   MISCELLANEOUS

Section 13.1   Trust Indenture Act Controls ..................................................................   37
Section 13.2   Notices .......................................................................................   37
Section 13.3   Communications By Holders With Other Holders ..................................................   37
Section 13.4   Certificate and Opinion as to Conditions Precedent ............................................   38
Section 13.5   Record Date for Vote or Consent of Securityholders ............................................   38
Section 13.6   Rules By Trustee, Paying Agent, Registrar and Conversion Agent ................................   38
Section 13.7   Legal Holidays ................................................................................   38
Section 13.8   Governing Law .................................................................................   38
Section 13.9   No Adverse Interpretation of Other Agreements .................................................   38
Section 13.10  No Recourse Against Others ....................................................................   38
Section 13.11  Successors ....................................................................................   38
Section 13.12  Multiple Counterparts .........................................................................   38
Section 13.13  Separability ..................................................................................   38
Section 13.14  Table of Contents, Headings, Etc ..............................................................   39
</TABLE>


                                       iv
<PAGE>
EXHIBITS

Form of Security  A-1



                                       v
<PAGE>
THIS INDENTURE dated as of February 20, 2002 is between Computer Network
Technology Corporation, a Minnesota corporation (the "Company"), and U.S. Bank
National Association, a national banking association, as Trustee (the
"Trustee").

In consideration of the premises and the purchase of the Securities by the
Holders thereof, both parties agree as follows for the benefit of the other and
for the equal and ratable benefit of the registered Holders of the Company's
3.00% Convertible Subordinated Notes due 2007.

DEFINITIONS AND INCORPORATION BY REFERENCE

DEFINITIONS.

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

"Agent" means any Registrar, Paying Agent or Conversion Agent.

"Applicable Procedures" means, with respect to any transfer or exchange of
beneficial ownership interests in a Global Security, the rules and procedures of
the Depositary that are applicable to such transfer or exchange.

"Board of Directors" means the board of directors of the Company or any
authorized committee of the Board of Directors.

"Business Day" means each day that is not a Legal Holiday.

"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, but excluding any debt securities
convertible into such equity.

"Cash" or "cash" means such coin or currency of the United States as at any time
of payment is legal tender for the payment of public and private debts.

"Certificated Security" means a Security that is in substantially the form
attached hereto as Exhibit A and that does not include the information or the
schedule called for by footnotes 1, 3 and 4 thereof.

"Closing Price" means the closing price per share of the Company's Common Stock
determined in accordance with Section 4.6(f) hereof.

"Common Stock" means the common stock of the Company, par value $0.01 per share,
as it exists on the date of this Indenture and any shares of any class or
classes of Capital Stock of the Company resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

"Company" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture, and thereafter means the successor.

"Corporate Trust Office" means the corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Indenture is located at 180
East Fifth Street, St. Paul, Minnesota 55101, Attention: Corporate Trust Group,
or at any other time at such other address as the Trustee may designate from
time to time by notice to the Company.

"Default" or "default" means, when used with respect to the Securities, any
event which is or, after notice or passage of time or both, would be an Event of
Default.

"Designated Senior Indebtedness" means any particular Senior Indebtedness in
which the instrument creating or evidencing the same or the assumption or
guarantee thereof (or related agreements or documents to which the Company is a
party) expressly provides that such Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return.
<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

"Final Maturity Date" means February 15, 2007.

"GAAP" means generally accepted accounting principles in the United States of
America as in effect as of the date of this Indenture, including those set forth
in (1) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (2) the statements and
pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
registration statements filed under the Securities Act and periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC.

"Global Security" means a permanent Global Security that is in substantially the
form attached hereto as Exhibit A and that includes the information and schedule
called for by footnotes 1, 3, 4 and 5 thereof and which is deposited with the
Depositary or its custodian and registered in the name of the Depositary or its
nominee.

"Holder" or "Securityholder" means the person in whose name a Security is
registered on the Primary Registrar's books.

"Indebtedness" means, with respect to any Person, without duplication, (a) all
indebtedness, obligations and other liabilities (contingent or otherwise) of
such Person for borrowed money, including without limitation obligations of such
Person in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, loans or advances from banks,
whether or not evidenced by notes or similar instruments or evidenced by credit
or loan agreements, and bonds, debentures, notes or similar instruments (whether
or not the recourse of the lender is to the whole of the assets of such Person
or to only a portion thereof) but excluding any trade accounts payable or other
accrued current expense incurred in the ordinary course of business in
connection with the obtaining of materials or services, (b) all reimbursement
obligations and other liabilities (contingent or otherwise) of such Person with
respect to letters of credit, bank guarantees, bankers' acceptances, or similar
facilities, (c) all obligations and liabilities (contingent or otherwise) of
such Person (i) in respect of leases of such Person required, in conformity with
GAAP, to be accounted for as capitalized lease obligations on the balance sheet
of such Person, (ii) as lessee under other leases for facilities equipment (and
related assets leased together therewith), whether or not capitalized, entered
into or leased for financing purposes (as determined by the Company) or (iii)
under any lease or related document (including a purchase agreement) in
connection with the lease of real property or improvements thereon (or any
personal property included as part of any such lease) which provides that such
Person is contractually obligated to purchase or cause a third party to purchase
the leased property and thereby guarantee a minimum residual value of the leased
property to the lessor and the obligations of such Person under such lease or
related document to purchase or to cause a third party to purchase such leased
property (whether or not such lease transaction is characterized as an operating
lease or a capitalized lease in accordance with GAAP), (d) all obligations
(contingent or otherwise) of such Person with respect to any interest rate,
currency or other swap, cap, floor or collar agreement, hedge agreement, forward
contract, or other similar instrument or foreign currency hedge, exchange,
purchase or similar instrument or agreement, (e) all direct or indirect
guaranties, agreements to be jointly liable or similar agreements by such Person
in respect of, and obligations or liabilities (contingent or otherwise) of such
Person to purchase or otherwise acquire or otherwise assure a creditor against
loss in respect of, indebtedness, obligations or liabilities of another Person
of the kind described in clauses (a) through (d), (f) any indebtedness or other
obligations described in clauses (a) through (e) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person, and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

"Indenture" means this Indenture as amended or supplemented from time to time
pursuant to the terms of this Indenture.

"Liquidated Damages" has the meaning specified in Section 3(a) of the
Registration Rights Agreement. All references herein or in the Securities to
interest accrued or payable as of any date shall include any Liquidated Damages
accrued or payable as of such date as provided in the Registration Rights
Agreement.

"Maturity" means the date on which the outstanding principal amount, Redemption
Price or Change in Control Repurchase Price with respect to such Securities
becomes due and payable as therein or herein provided, whether at the Final
Maturity Date or by acceleration, conversion, call for redemption, exercise of a
repurchase right or otherwise.


                                       2
<PAGE>
"Officer" means the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Controller, the
Secretary or any Assistant Secretary, the Treasurer or any Assistant Treasurer
of the Company.

"Officers' Certificate" means a certificate signed by two Officers; provided,
however, that for purposes of Sections 4.11 and 6.3, "Officers' Certificate"
means a certificate signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company and by one
other Officer.

"Opinion of Counsel" means a written opinion from legal counsel. The counsel may
be an employee of or counsel to the Company or the Trustee.

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

"Principal" or "principal" of a debt security, including the Securities, means
the principal of the security plus, when appropriate, the premium, if any, on
the security.

"Redemption Date" or "redemption date," when used with respect to any Security
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

"Redemption Price" or "redemption price," when used with respect to any Security
to be redeemed, means the price fixed for such redemption pursuant to this
Indenture, as set forth in the form of Security annexed as Exhibit A hereto.

"Registration Rights Agreement" means the Registration Rights Agreement, dated
as of February 20, 2002, among the Company, Bear, Stearns & Co. Inc., SG Cowen
and SoundView Technology Group, as the initial purchasers.

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

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

"Restricted Certificated Security" means a Certificated Security which is a
Transfer Restricted Security.

"Restricted Global Security" means a Global Security that is a Transfer
Restricted Security.

"Restricted Security" means a Restricted Certificated Security or a Restricted
Global Security.

"Rule 144" means Rule 144 under the Securities Act or any successor to such
Rule.

"Rule 144A" means Rule 144A under the Securities Act or any successor to such
Rule.

"Securities" means the 3.00% Convertible Subordinated Notes due 2007 or any of
them (each, a "Security"), as amended or supplemented from time to time, that
are issued under this Indenture.

"SEC" means the Securities and Exchange Commission.

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

"Securities Custodian" means the Trustee, as custodian with respect to the
Securities in global form, or any successor thereto.

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



                                       3
<PAGE>
"Subsidiary" means, in respect of any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers, general partners or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii)
one or more Subsidiaries of such Person.

"TIA" means the Trust Indenture Act of 1939, as amended, as in effect on the
date of this Indenture, except as provided in Section 11.3, and except to the
extent any amendment to the Trust Indenture Act expressly provides for
application of the Trust Indenture Act as in effect on another date.

"Trading Day" means:

IF THE APPLICABLE SECURITY IS LISTED OR ADMITTED FOR TRADING ON THE NEW YORK
STOCK EXCHANGE, A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS OPEN FOR BUSINESS;

IF THAT SECURITY IS NOT LISTED ON THE NEW YORK STOCK EXCHANGE, A DAY ON WHICH
TRADES MAY BE MADE ON THE NNM;

IF THAT SECURITY IS NOT SO LISTED ON THE NEW YORK STOCK EXCHANGE AND NOT QUOTED
ON THE NNM, A DAY ON WHICH THE PRINCIPAL U.S. SECURITIES EXCHANGE ON WHICH THE
SECURITIES ARE LISTED IS OPEN FOR BUSINESS; OR

IF THE APPLICABLE SECURITY IS NOT SO LISTED, ADMITTED FOR TRADING OR QUOTED, ANY
DAY OTHER THAN A SATURDAY OR A SUNDAY OR A DAY ON WHICH BANKING INSTITUTIONS IN
THE STATE OF NEW YORK ARE AUTHORIZED OR OBLIGATED BY LAW OR EXECUTIVE ORDER TO
CLOSE.

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

"Trust Officer" means, with respect to the Trustee, any officer assigned to the
Corporate Trust Office, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

"Unrestricted Certificated Security" means a Certificated Security that is not a
Transfer Restricted Security.

"Unrestricted Global Security" means a Global Security that is not a Transfer
Restricted Security.

"Voting Stock" of a Person means any class or classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
entitled under ordinary circumstances (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
or other persons performing similar functions.

OTHER DEFINITIONS

<TABLE>
<CAPTION>
    TERM                                                                                         DEFINED IN SECTION
    ----                                                                                         ------------------
<S>                                                                                              <C>
"Agent Members"............................................................................           2.1(a)
"Bankruptcy Law"...........................................................................           8.1
"Change in Control"........................................................................           12.1(a)
"Change in Control Repurchase Date"........................................................           12.1(a)
"Change in Control Repurchase Notice"......................................................           12.1(c)
"Change in Control Repurchase Price".......................................................           12.1(a)
"Change in Control Repurchase Right".......................................................           12.1(a)
"Company Order"............................................................................           2.2
"Conversion Agent".........................................................................           2.3
"Conversion Date"..........................................................................           4.2
"Conversion Price".........................................................................           4.6
"current market price".....................................................................           4.6(f)
"Custodian"................................................................................           8.1
"DTC"......................................................................................           2.1(a)
"Depositary"...............................................................................           2.1(a)
"Determination Date".......................................................................           4.6(d)
"Event of Default".........................................................................           8.1
"Expiration Date"..........................................................................           4.6(e)
"Expiration Time"..........................................................................           4.6(e)
"Legal Holiday"............................................................................           13.7
"Make-Whole Payment".......................................................................           3.1
"NNM"......................................................................................           4.5
</TABLE>


                                       4
<PAGE>
<TABLE>
<S>                                                                                              <C>
"Notice Date"..............................................................................           3.1
"Paying Agent".............................................................................           2.3
"Payment Blockage Notice"..................................................................           5.2(b)
"Primary Registrar"........................................................................           2.3
"Purchased Shares".........................................................................           4.6(e)
"QIB"......................................................................................           2.1(a)
"Redemption Price".........................................................................           3.1
"Registrar"................................................................................           2.3
"Transfer Certificate".....................................................................           2.12(f)
"Transfer Restricted Security".............................................................           2.12(f)
"Triggering Distribution"..................................................................           4.6(d)
"Unissued Shares"..........................................................................           12.1(a)
</TABLE>

TRUST INDENTURE ACT PROVISIONS

Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The Indenture
shall also include those provisions of the TIA required to be included herein by
the provisions of the Trust Indenture Reform Act of 1990. The following TIA
terms used in this Indenture have the following meanings:

"indenture securities" means the Securities;

"indenture security holder" means a Securityholder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and "obligor"
on the indenture securities means the Company or any other obligor on the
Securities.

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

RULES OF CONSTRUCTION

Unless the context otherwise requires:

A TERM HAS THE MEANING ASSIGNED TO IT;

AN ACCOUNTING TERM NOT OTHERWISE DEFINED HAS THE MEANING ASSIGNED TO IT IN
ACCORDANCE WITH GAAP;

WORDS IN THE SINGULAR INCLUDE THE PLURAL, AND WORDS IN THE PLURAL INCLUDE THE
SINGULAR;

PROVISIONS APPLY TO SUCCESSIVE EVENTS AND TRANSACTIONS;

THE TERM "MERGER" INCLUDES A STATUTORY SHARE EXCHANGE AND THE TERM "MERGED" HAS
A CORRELATING MEANING;

THE MASCULINE GENDER INCLUDES THE FEMININE AND THE NEUTER;

REFERENCES TO AGREEMENTS AND OTHER INSTRUMENTS INCLUDE SUBSEQUENT AMENDMENTS
THERETO; AND

"HEREIN," "HEREOF" AND OTHER WORDS OF SIMILAR IMPORT REFER TO THIS INDENTURE AS
A WHOLE AND NOT TO ANY PARTICULAR ARTICLE, SECTION OR OTHER SUBDIVISION.

THE SECURITIES

FORM AND DATING

The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication. The
Securities are being offered and sold by the Company in transactions exempt
from, or not subject to, the registration requirements of the Securities Act.

Restricted Global Securities. All of the Securities are initially being offered
and sold to qualified institutional buyers as defined in Rule 144A
(collectively, "QIBs" or individually, each a "QIB") in reliance on Rule 144A
under the Securities Act and shall be issued initially in the form of one or
more Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its nominee,
Cede & Co., duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Restricted Global
Security may from time to time be increased or decreased by adjustments made on
the records of the Securities Custodian as hereinafter provided, subject in each
case to compliance with the Applicable Procedures.

Global Securities in General. Each Global Security shall represent such of the
outstanding Securities as shall be specified therein and each shall provide that
it shall represent the aggregate amount of outstanding Securities from

                                       5
<PAGE>
time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Securities Custodian in accordance with the standing
instructions and procedures existing between the Depositary and the Securities
Custodian.

Members of, or participants in, the Depositary ("Agent Members") shall have no
rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or under any Global Security, and the Depositary
(including, for this purpose, its nominee) 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 Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (A) 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 (B)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

Certificated Securities. Certificated Securities shall be issued only under the
limited circumstances provided in Section 2.12(a)(1) hereof.

EXECUTION AND AUTHENTICATION

An Officer shall sign the Securities for the Company by manual or facsimile
signature attested by the manual or facsimile signature of the Secretary or an
Assistant Secretary of the Company. Typographic and other minor errors or
defects in any such facsimile signature shall not affect the validity or
enforceability of any Security which has been authenticated and delivered by the
Trustee.

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

A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

The Trustee shall authenticate and make available for delivery Securities for
original issue in the aggregate principal amount of up to $150,000,000 upon
receipt of a written order or orders of the Company signed by an Officer of the
Company (a "Company Order"). The Company Order shall specify the amount of
Securities to be authenticated, shall provide that all such Securities will be
represented by a Restricted Global Security and the date on which each original
issue of Securities is to be authenticated. The aggregate principal amount of
Securities outstanding at any time may not exceed $150,000,000 except as
provided in Section 2.7.

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

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

REGISTRAR, PAYING AGENT AND CONVERSION AGENT

The Company shall maintain one or more offices or agencies where Securities may
be presented for registration of transfer or for exchange (each, a "Registrar"),
one or more offices or agencies where Securities may be presented for payment
(each, a "Paying Agent"), one or more offices or agencies where Securities may
be presented for conversion (each, a "Conversion Agent") and one or more offices
or agencies where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will at all times
maintain a Paying Agent, Conversion Agent, Registrar and an office or agency
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served in the Borough of Manhattan, the City of New
York. One of the Registrars (the "Primary Registrar") shall keep a register of
the Securities and of their transfer and exchange.

The Company shall enter into an appropriate agency agreement with any Agent not
a party to this Indenture. 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 Agent not a party to this Indenture. If the Company
fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for
service of notices and demands in any place required by this Indenture, or fails
to give the foregoing notice, the Trustee shall act as such. The Company or any
Affiliate of the Company may act as Paying Agent (except for the purposes of
Section 6.1 and Article X).

                                       6
<PAGE>
The Company hereby initially designates the Trustee as Paying Agent, Registrar,
Securities Custodian and Conversion Agent (which shall initially be located at
180 East Fifth Street, St. Paul, Minnesota 55101, Attention: Corporate Trust
Operations), one such office or agency of the Company for each of the aforesaid
purposes.

PAYING AGENT TO HOLD MONEY IN TRUST

Prior to 11:00 a.m., New York City time, on each due date of the principal of or
interest, if any, on any Securities, the Company shall deposit with a Paying
Agent a sum sufficient to pay such principal or interest, if any, so becoming
due. Subject to Section 5.9, a Paying Agent shall hold in trust for the benefit
of Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest, if any, on the Securities, and shall notify
the Trustee of any default by the Company (or any other obligor on the
Securities) in making any such payment. If the Company or an Affiliate of the
Company acts as Paying Agent, it shall, before 11:00 a.m., New York City time,
on each due date of the principal of or interest on any Securities, segregate
the money and hold it as a separate trust fund. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee, and the
Trustee may at any time during the continuance of any Default, upon written
request to a Paying Agent, require such Paying Agent to forthwith pay to the
Trustee all sums so held in trust by such Paying Agent. Upon doing so, the
Paying Agent (other than the Company) shall have no further liability for the
money.

SECURITYHOLDER LISTS

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

TRANSFER AND EXCHANGE

Subject to compliance with any applicable additional requirements contained in
Section 2.12, when a Security is presented to a Registrar with a request to
register a transfer thereof or to exchange such Security for an equal principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested; provided, however, that
every Security presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by an assignment form and, if applicable,
a transfer certificate each in the form included in Exhibit A, and in form
satisfactory to the Registrar duly executed by the Holder thereof or its
attorney duly authorized in writing. To permit registration of transfers and
exchanges, upon surrender of any Security for registration of transfer or
exchange at an office or agency maintained pursuant to Section 2.3, the Company
shall execute and the Trustee shall authenticate Securities of a like aggregate
principal amount at the Registrar's request. Any exchange or transfer shall be
without charge, except that the Company or the Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto, and provided, that this sentence shall not apply to
any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 4.2 (last
paragraph), 11.5 or 12.4.

Neither the Company, any Registrar nor the Trustee shall be required to exchange
or register a transfer of (a) any Securities for a period of 15 days next
preceding any mailing of a notice of Securities to be redeemed, (b) any
Securities or portions thereof selected or called for redemption (except, in the
case of redemption of a Security in part, the portion not to be redeemed) or (c)
any Securities or portions thereof in respect of which a Change in Control
Repurchase Notice has been delivered and not withdrawn by the Holder thereof
(except, in the case of the purchase of a Security in part, the portion not to
be purchased).

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

Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the
Trustee such information as the Trustee may reasonably require in connection
with the delivery by such Registrar of Securities upon transfer or exchange of
Securities.

Each Holder of a Security agrees to indemnify the Company, the Registrar and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

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



                                       7
<PAGE>
REPLACEMENT SECURITIES

If any mutilated Security is surrendered to the Company, a Registrar or the
Trustee, or the Company, a Registrar and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Company, the applicable Registrar and the Trustee such security
or indemnity as will be required by any of them to save each of them harmless,
then, in the absence of notice to the Company, such Registrar or the Trustee
that such Security 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 Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, or is about to be redeemed or purchased by the
Company pursuant to Article III or Article XII, the Company in its discretion
may, instead of issuing a new Security, pay, redeem or purchase such Security,
as the case may be. Upon the issuance of any new Securities under this Section
2.7, the Company shall 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 reasonable expenses (including the reasonable fees and expenses of the
Trustee or the Registrar) in connection therewith.

Every new Security issued pursuant to this Section 2.7 in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
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
Securities duly issued hereunder.

The provisions of this Section 2.7 are (to the extent lawful) 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
Securities.

OUTSTANDING SECURITIES

Securities outstanding at any time are all Securities authenticated by the
Trustee, except for those canceled by it, those delivered to it for cancellation
and those described in this Section 2.8 as not outstanding.

If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding
unless the Company receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.

If a Paying Agent (other than the Company or an Affiliate of the Company) holds
on a redemption date, a Change in Control Repurchase Date or the Final Maturity
Date money sufficient to pay the principal of (including premium, if any) and
accrued interest on Securities (or portions thereof) payable on that date, then
on and after that date such Securities (or portions thereof, as the case may be)
cease to be outstanding and interest on them ceases to accrue.

Subject to the restrictions contained in Section 2.9, a Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds the
Security.

TREASURY SECURITIES

In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee is
not the Company or any other obligor on the Securities or any Affiliate of the
Company or of such other obligor.

TEMPORARY SECURITIES

Until definitive Securities are ready for delivery, the Company may prepare and
execute, and, upon receipt of a Company Order, the Trustee shall authenticate
and deliver, temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
with the consent of the Trustee considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate and deliver definitive Securities in exchange for temporary
Securities.

CANCELLATION

The Company at any time may deliver Securities to the Trustee for cancellation.
The Registrar, the Paying Agent and the Conversion Agent shall forward to the
Trustee or its agent any Securities surrendered to them for transfer, exchange,
payment or conversion. The Trustee and no one else shall cancel, in accordance
with its standard procedures, all Securities surrendered for transfer, exchange,
redemption, payment, conversion or cancellation and shall deliver the canceled
Securities to the Company. All Securities which are redeemed, purchased or
otherwise

                                       8
<PAGE>
acquired by the Company or any of its Subsidiaries prior to the Final Maturity
Date shall be delivered to the Trustee for cancellation and the Company may not
hold or resell such Securities or issue any new Securities to replace any such
Securities or any Securities that any Holder has converted pursuant to Article
IV. Without limitation to the foregoing, any Securities acquired by any
investment bankers or other purchasers pursuant to Section 3.7 shall be
surrendered for conversion and thereafter canceled, and may not be reoffered,
sold or otherwise transferred.

ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS

Transfer and Exchange of Global Securities.

CERTIFICATED SECURITIES SHALL BE ISSUED IN EXCHANGE FOR INTERESTS IN THE GLOBAL
SECURITIES ONLY IF (x) THE DEPOSITARY NOTIFIES THE COMPANY THAT IT IS UNWILLING
OR UNABLE TO CONTINUE AS DEPOSITARY FOR THE GLOBAL SECURITIES OR IF IT AT ANY
TIME CEASES TO BE A "CLEARING AGENCY" REGISTERED UNDER THE EXCHANGE ACT, IF SO
REQUIRED BY APPLICABLE LAW OR REGULATION AND A SUCCESSOR DEPOSITARY IS NOT
APPOINTED BY THE COMPANY WITHIN 90 DAYS, OR (y) AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING. IN EITHER CASE, THE COMPANY SHALL EXECUTE, AND THE TRUSTEE
SHALL, UPON RECEIPT OF A COMPANY ORDER (WHICH THE COMPANY AGREES TO DELIVERY
PROMPTLY), AUTHENTICATE AND DELIVER CERTIFICATED SECURITIES IN AN AGGREGATE
PRINCIPAL AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF SUCH GLOBAL SECURITIES IN
EXCHANGE THEREFOR. ONLY RESTRICTED CERTIFICATED SECURITIES SHALL BE ISSUED IN
EXCHANGE FOR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES, AND ONLY
UNRESTRICTED CERTIFICATED SECURITIES SHALL BE ISSUED IN EXCHANGE FOR BENEFICIAL
INTERESTS IN UNRESTRICTED GLOBAL SECURITIES. CERTIFICATED SECURITIES ISSUED IN
EXCHANGE FOR BENEFICIAL INTERESTS IN GLOBAL SECURITIES SHALL BE REGISTERED IN
SUCH NAMES AND SHALL BE IN SUCH AUTHORIZED DENOMINATIONS AS THE DEPOSITARY,
PURSUANT TO INSTRUCTIONS FROM ITS DIRECT OR INDIRECT PARTICIPANTS OR OTHERWISE,
SHALL INSTRUCT THE TRUSTEE. THE TRUSTEE SHALL DELIVER OR CAUSE TO BE DELIVERED
SUCH CERTIFICATED SECURITIES TO THE PERSONS IN WHOSE NAMES SUCH SECURITIES ARE
SO REGISTERED. SUCH EXCHANGE SHALL BE EFFECTED IN ACCORDANCE WITH THE APPLICABLE
PROCEDURES.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS INDENTURE OTHER THAN THE PROVISIONS
SET FORTH IN SECTION 2.12(a)(1), A GLOBAL SECURITY MAY NOT BE TRANSFERRED AS A
WHOLE EXCEPT BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

Transfer and Exchange of Certificated Securities. In the event that Certificated
Securities are issued in exchange for beneficial interests in Global Securities
in accordance with Section 2.12(a)(1) of this Indenture, on or after such event
when Certificated Securities are presented by a Holder to a Registrar with a
request:

    (x) to register the transfer of the Certificated Securities to a person who
will take delivery thereof in the form of Certificated Securities only; or

    (y) to exchange such Certificated Securities for an equal principal amount
of Certificated Securities of other authorized denominations, such Registrar
shall register the transfer or make the exchange as requested; provided,
however, that the Certificated Securities presented or surrendered for register
of transfer or exchange:



                                       9
<PAGE>
SHALL BE DULY ENDORSED OR ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN
ACCORDANCE WITH THE PROVISO TO THE FIRST PARAGRAPH OF SECTION 2.6; AND

IN THE CASE OF A RESTRICTED CERTIFICATED SECURITY, SUCH REQUEST SHALL BE
ACCOMPANIED BY THE FOLLOWING ADDITIONAL INFORMATION AND DOCUMENTS, AS
APPLICABLE:

if such Restricted Certificated Security is being delivered to the Registrar by
a Holder for registration in the name of such Holder, without transfer, or such
Restricted Certificated Security is being transferred to the Company or a
Subsidiary of the Company, a certification to that effect from such Holder (in
substantially the form set forth in the Transfer Certificate);

if such Restricted Certificated Security is being transferred to a person the
Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to
an effective registration statement under the Securities Act, a certification to
that effect from such Holder (in substantially the form set forth in the
Transfer Certificate); or

if such Restricted Certificated Security is being transferred (i) pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144 or (ii) pursuant to an exemption from the registration
requirements of the Securities Act (other than pursuant to Rule 144A or Rule
144) and as a result of which, in the case of a Security transferred pursuant to
this clause (ii), such Security shall cease to be a "restricted security" within
the meaning of Rule 144, a certification to that effect from the Holder (in
substantially the form set forth in the Transfer Certificate) and, if the
Company or such Registrar so requests, a customary Opinion of Counsel,
certificates and other information reasonably acceptable to the Company and such
Registrar to the effect that such transfer is in compliance with the
registration requirements of the Securities Act.

Transfer of a Beneficial Interest in a Restricted Global Security for a
Beneficial Interest in an Unrestricted Global Security. Any person having a
beneficial interest in a Restricted Global Security may upon request, subject to
the Applicable Procedures, transfer such beneficial interest to a person who is
required or permitted to take delivery thereof in the form of an Unrestricted
Global Security. Upon receipt by the Trustee of written instructions, or such
other form of instructions as is customary for the Depositary, from the
Depositary or its nominee on behalf of any person having a beneficial interest
in a Restricted Global Security and the following additional information and
documents in such form as is customary for the Depositary from the Depositary or
its nominee on behalf of the person having such beneficial interest in the
Restricted Global Security (all of which may be submitted by facsimile or
electronically):

IF SUCH BENEFICIAL INTEREST IS BEING TRANSFERRED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, A CERTIFICATION TO THAT EFFECT
FROM THE TRANSFEROR (IN SUBSTANTIALLY THE FORM SET FORTH IN THE TRANSFER
CERTIFICATE); OR

IF SUCH BENEFICIAL INTEREST IS BEING TRANSFERRED (i) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN ACCORDANCE WITH RULE
144 OR (ii) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (OTHER THAN PURSUANT TO RULE 144A OR RULE 144) AND AS A RESULT OF
WHICH, IN THE CASE OF A SECURITY TRANSFERRED PURSUANT TO THIS CLAUSE (ii), SUCH
SECURITY SHALL CEASE TO BE A "RESTRICTED SECURITY" WITHIN THE MEANING OF RULE
144, A CERTIFICATION TO THAT EFFECT FROM THE TRANSFEROR (IN SUBSTANTIALLY THE
FORM SET FORTH IN THE TRANSFER CERTIFICATE) AND, IF THE COMPANY OR THE TRUSTEE
SO REQUESTS, A CUSTOMARY OPINION OF COUNSEL, CERTIFICATES AND OTHER INFORMATION
REASONABLY ACCEPTABLE TO THE COMPANY AND THE TRUSTEE TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, THE TRUSTEE, AS A REGISTRAR AND SECURITIES CUSTODIAN, SHALL REDUCE OR CAUSE
TO BE REDUCED THE AGGREGATE PRINCIPAL AMOUNT OF THE RESTRICTED GLOBAL SECURITY
BY THE APPROPRIATE PRINCIPAL AMOUNT AND SHALL INCREASE OR CAUSE TO BE INCREASED
THE AGGREGATE PRINCIPAL AMOUNT OF THE UNRESTRICTED GLOBAL SECURITY BY A LIKE
PRINCIPAL AMOUNT. SUCH TRANSFER SHALL OTHERWISE BE EFFECTED IN ACCORDANCE WITH
THE APPLICABLE PROCEDURES. IF NO UNRESTRICTED GLOBAL SECURITY IS THEN
OUTSTANDING, THE COMPANY SHALL EXECUTE AND THE TRUSTEE SHALL, UPON RECEIPT OF A
COMPANY ORDER (WHICH THE COMPANY AGREES TO DELIVER PROMPTLY), AUTHENTICATE AND
DELIVER AN UNRESTRICTED GLOBAL SECURITY.

Transfer of a Beneficial Interest in an Unrestricted Global Security for a
Beneficial Interest in a Restricted Global Security. Any person having a
beneficial interest in an Unrestricted Global Security may upon request, subject
to the Applicable Procedures, transfer such beneficial interest to a person who
is required or permitted to take delivery thereof in the form of a Restricted
Global Security (it being understood that only QIBs may own beneficial interests
in Restricted Global Securities). Upon receipt by the Trustee of written
instructions or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee, on behalf of any person having a
beneficial interest in an Unrestricted Global Security and, in such form as is
customary for the Depositary, from the Depositary or its nominee on behalf of
the person having such beneficial interest in the Unrestricted Global Security
(all of which may be submitted by facsimile or electronically) a certification
from the transferor (in substantially the form set forth in the Transfer
Certificate) to the effect that such beneficial interest is being

                                       10
<PAGE>
transferred to a person that the transferor reasonably believes is a QIB in
accordance with Rule 144A. The Trustee, as a Registrar and Securities Custodian,
shall reduce or cause to be reduced the aggregate principal amount of the
Unrestricted Global Security by the appropriate principal amount and shall
increase or cause to be increased the aggregate principal amount of the
Restricted Global Security by a like principal amount. Such transfer shall
otherwise be effected in accordance with the Applicable Procedures. If no
Restricted Global Security is then outstanding, the Company shall execute and
the Trustee shall, upon receipt of a Company Order (which the Company agrees to
deliver promptly), authenticate and deliver a Restricted Global Security.

Transfers of Certificated Securities for Beneficial Interest in Global
Securities. In the event that Certificated Securities are issued in exchange for
beneficial interests in Global Securities and, thereafter, the events or
conditions specified in Section 2.12(a)(1) which required such exchange shall
cease to exist, the Company shall mail notice to the Trustee and to the Holders
stating that Holders may exchange Certificated Securities for interests in
Global Securities by complying with the procedures set forth in this Indenture
and briefly describing such procedures and the events or circumstances requiring
that such notice be given. Thereafter, if Certificated Securities are presented
by a Holder to a Registrar with a request:

    (x) to register the transfer of such Certificated Securities to a person who
will take delivery thereof in the form of a beneficial interest in a Global
Security, which request shall specify whether such Global Security will be a
Restricted Global Security or an Unrestricted Global Security; or

    (y) to exchange such Certificated Securities for an equal principal amount
of beneficial interests in a Global Security, which beneficial interests will be
owned by the Holder transferring such Certificated Securities (provided that in
the case of such an exchange, Restricted Certificated Securities may be
exchanged only for Restricted Global Securities and Unrestricted Certificated
Securities may be exchanged only for Unrestricted Global Securities), the
Registrar shall register the transfer or make the exchange as requested by
canceling such Certificated Security and causing, or directing the Securities
Custodian to cause, the aggregate principal amount of the applicable Global
Security to be increased accordingly and, if no such Global Security is then
outstanding, the Company shall issue and the Trustee shall, upon receipt of a
Company Order (which the Company agrees to deliver promptly) authenticate and
deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for
registration of transfer or exchange:

SHALL BE DULY ENDORSED OR ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN
ACCORDANCE WITH THE PROVISO TO THE FIRST PARAGRAPH OF SECTION 2.6;

IN THE CASE OF A RESTRICTED CERTIFICATED SECURITY TO BE TRANSFERRED FOR A
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY, SUCH REQUEST SHALL BE
ACCOMPANIED BY THE FOLLOWING ADDITIONAL INFORMATION AND DOCUMENTS, AS
APPLICABLE:

if such Restricted Certificated Security is being transferred pursuant to an
effective registration statement under the Securities Act, a certification to
that effect from such Holder (in substantially the form set forth in the
Transfer Certificate); or

if such Restricted Certificated Security is being transferred pursuant to (A) an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144 or (B) pursuant to an exemption from the registration requirements
of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a
result of which, in the case of a Security transferred pursuant to this clause
(B), such Security shall cease to be a "restricted security" within the meaning
of Rule 144, a certification to that effect from such Holder (in substantially
the form set forth in the Transfer Certificate), and, if the Company or the
Registrar so requests, a customary Opinion of Counsel, certificates and other
information reasonably acceptable to the Company and the Trustee to the effect
that such transfer is in compliance with the registration requirements of the
Securities Act;

IN THE CASE OF A RESTRICTED CERTIFICATED SECURITY TO BE TRANSFERRED OR EXCHANGED
FOR A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY, SUCH REQUEST SHALL BE
ACCOMPANIED BY A CERTIFICATION FROM SUCH HOLDER (IN SUBSTANTIALLY THE FORM SET
FORTH IN THE TRANSFER CERTIFICATE) TO THE EFFECT THAT SUCH RESTRICTED
CERTIFICATED SECURITY IS BEING TRANSFERRED TO A PERSON THE HOLDER REASONABLY
BELIEVES IS A QIB (WHICH, IN THE CASE OF AN EXCHANGE, SHALL BE SUCH HOLDER) IN
ACCORDANCE WITH RULE 144A;

IN THE CASE OF AN UNRESTRICTED CERTIFICATED SECURITY TO BE TRANSFERRED OR
EXCHANGED FOR A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY, SUCH
REQUEST NEED NOT BE ACCOMPANIED BY ANY ADDITIONAL INFORMATION OR DOCUMENTS; AND

IN THE CASE OF AN UNRESTRICTED CERTIFICATED SECURITY TO BE TRANSFERRED OR
EXCHANGED FOR A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY, SUCH
REQUEST SHALL BE ACCOMPANIED BY A CERTIFICATION FROM SUCH HOLDER (IN
SUBSTANTIALLY THE FORM SET FORTH IN THE TRANSFER CERTIFICATE) TO THE EFFECT THAT
SUCH UNRESTRICTED CERTIFICATED

                                       11
<PAGE>
SECURITY IS BEING TRANSFERRED TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
QIB (WHICH, IN THE CASE OF AN EXCHANGE, SHALL BE SUCH HOLDER) IN ACCORDANCE WITH
RULE 144A.

Legends.

EXCEPT AS PERMITTED BY THE FOLLOWING PARAGRAPHS (2) AND (3), EACH GLOBAL
SECURITY AND CERTIFICATED SECURITY (AND ALL SECURITIES ISSUED IN EXCHANGE
THEREFOR OR UPON REGISTRATION OF TRANSFER OR REPLACEMENT THEREOF) SHALL BEAR A
LEGEND IN SUBSTANTIALLY THE FORM CALLED FOR BY FOOTNOTE 2 TO EXHIBIT A HERETO
(EACH A "TRANSFER RESTRICTED SECURITY" FOR SO LONG AS IT IS REQUIRED BY THIS
INDENTURE TO BEAR SUCH LEGEND). EACH TRANSFER RESTRICTED SECURITY SHALL HAVE
ATTACHED THERETO A CERTIFICATE (A "TRANSFER CERTIFICATE") IN SUBSTANTIALLY THE
FORM CALLED FOR BY FOOTNOTE 5 TO EXHIBIT A HERETO.

UPON ANY SALE OR TRANSFER OF A TRANSFER RESTRICTED SECURITY (w) AFTER THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES UNDER
RULE 144(K) OF THE SECURITIES ACT, (x) PURSUANT TO RULE 144, (y) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (z) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION (OTHER THAN RULE 144A) FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND AS A RESULT OF WHICH, IN THE CASE OF A
SECURITY TRANSFERRED PURSUANT TO THIS CLAUSE (z), SUCH SECURITY SHALL CEASE TO
BE A "RESTRICTED SECURITY" WITHIN THE MEANING OF RULE 144:

in the case of any Restricted Certificated Security, any Registrar shall permit
the Holder thereof to exchange such Restricted Certificated Security for an
Unrestricted Certificated Security, or (under the circumstances described in
Section 2.12(e)) to transfer such Restricted Certificated Security to a
transferee who shall take such Security in the form of a beneficial interest in
an Unrestricted Global Security, and in each case shall rescind any restriction
on the transfer of such Security; provided, however, that the Holder of such
Restricted Certificated Security shall, in connection with such exchange or
transfer, comply with the other applicable provisions of this Section 2.12; and

in the case of any beneficial interest in a Restricted Global Security, the
Trustee shall permit the beneficial owner thereof to transfer such beneficial
interest to a transferee who shall take such interest in the form of a
beneficial interest in an Unrestricted Global Security and shall rescind any
restriction on transfer of such beneficial interest; provided, that such
Unrestricted Global Security shall continue to be subject to the provisions of
Section 2.12(a)(2); and provided, further, that the owner of such beneficial
interest shall, in connection with such transfer, comply with the other
applicable provisions of this Section 2.12.

UPON THE EXCHANGE, REGISTRATION OF TRANSFER OR REPLACEMENT OF SECURITIES NOT
BEARING THE LEGEND DESCRIBED IN PARAGRAPH (1) ABOVE, THE COMPANY SHALL EXECUTE,
AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER SECURITIES THAT DO NOT BEAR SUCH
LEGEND AND THAT DO NOT HAVE A TRANSFER CERTIFICATE ATTACHED THERETO.

AFTER THE EXPIRATION OF THE HOLDING PERIOD PURSUANT TO RULE 144(k) OF THE
SECURITIES ACT, THE COMPANY MAY WITH THE CONSENT OF THE HOLDER OF A RESTRICTED
GLOBAL SECURITY OR RESTRICTED CERTIFICATED SECURITY, REMOVE ANY RESTRICTION OF
TRANSFER ON SUCH SECURITY, AND THE COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL
AUTHENTICATE AND DELIVER SECURITIES THAT DO NOT BEAR SUCH LEGEND AND THAT DO NOT
HAVE A TRANSFER CERTIFICATE ATTACHED THERETO.

Transfers to the Company. Nothing in this Indenture or in the Securities shall
prohibit the sale or other transfer of any Securities (including beneficial
interests in Global Securities) to the Company or any of its Subsidiaries, which
Securities shall thereupon be canceled in accordance with Section 2.11.

CUSIP NUMBERS

The Company in issuing the Securities may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption or purchase 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 Securities or as contained in any notice of a
redemption or purchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption or
purchase 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.

PROVISIONAL REDEMPTION

RIGHT TO PROVISIONALLY REDEEM; NOTICE TO TRUSTEE

The Securities may be redeemed at the election of the Company, as a whole or
from time to time in part, at any time prior to the Maturity Date on at least 20
days and no more than 60 days notice at a redemption price equal to $1,000 per
$1,000 principal amount of the Securities redeemed plus the "Make-Whole Payment"
described below (the "Redemption Price") if (a) the Closing Price of the Common
Stock has exceeded 175% of the Conversion Price for at least 20 Trading Days
within a period of any 30 consecutive Trading Days ending on the Trading Day
prior to the date of mailing of the notice of provisional redemption (the
"Notice Date"), and (b) a shelf registration statement covering resales of the
Securities and the Common Stock issuable upon conversion thereof is effective

                                       12
<PAGE>
and available for use and is expected to remain effective and available for use
until the Redemption Date unless registration is no longer required.

Upon any such redemption, the Company shall make an additional payment in cash
(the "Make-Whole Payment") with respect to the Securities called for redemption
to holders on the Notice Date in an amount equal to the aggregate amount of
interest that would have been payable on such Securities from the last day
through which interest was paid on the Securities (or February 20, 2002, if no
interest has been paid) to the Maturity Date.

If the Company elects to redeem Securities pursuant to this Section 3.1 and
paragraph 5 of the Securities, it shall notify the Trustee in writing, not less
than 20 days prior to the redemption date as fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), of the redemption date and
the principal amount of Securities to be redeemed. If fewer than all of the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Company and given to the Trustee, which record date shall not
be less than ten days after the date of notice to the Trustee.

SELECTION OF SECURITIES TO BE REDEEMED

If less than all of the Securities are to be redeemed, the Trustee shall, not
more than 60 days prior to the redemption date, select the Securities to be
redeemed. The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption, by lot. Securities in denominations of
$1,000 may only be redeemed in whole. The Trustee may select for redemption
portions (equal to $1,000 or any multiple thereof) of the principal of
Securities that have denominations larger than $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed to be the
portion selected for redemption. Securities which have been converted during a
selection of Securities to be redeemed shall be treated by the Trustee as
outstanding for the purpose of such selection.

NOTICE OF REDEMPTION

At least 20 days but not more than 60 days before a Redemption Date, the Company
shall mail or cause to be mailed a notice of redemption to each Holder of
Securities to be redeemed at such Holder's address as it appears on the Primary
Registrar's books.

The notice shall identify the Securities (including CUSIP numbers) to be
redeemed and shall state:

the Redemption Date;

the Redemption Price;

the then current Conversion Price;

the name and address of each Paying Agent and Conversion Agent;

that Securities called for redemption must be presented and surrendered to a
Paying Agent to collect the redemption price;

that Holders who wish to convert Securities must surrender such Securities for
conversion no later than the close of business on the second Business Day
immediately preceding the redemption date and must satisfy the other
requirements in paragraph 8 of the Securities;

that, unless the Company defaults in making the redemption payment, interest on
Securities called for redemption shall cease accruing on and after the
redemption date and the only remaining right of the Holder shall be to receive
payment of the redemption price, plus accrued and unpaid interest, if any upon
presentation and surrender to a Paying Agent of the Securities; and

if any Security is being redeemed in part, the portion of the principal amount
of such Security to be redeemed and that, after the redemption date, upon
presentation and surrender of such Security, a new Security or Securities in
aggregate principal amount equal to the unredeemed portion thereof will be
issued.

If any of the Securities to be redeemed is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary to accord with
the procedures of the Depositary applicable to redemptions. At the Company's
written request, which request shall (i) be given at least 30 days prior to the
redemption date, (ii) be irrevocable once given and (iii) set forth all relevant
information required by clauses (1) through (8) of the preceding paragraph, the
Trustee shall give the notice of redemption in the Company's name and at the
Company's expense.

EFFECT OF NOTICE OF REDEMPTION

Once notice of redemption is mailed, Securities called for redemption become due
and payable on the redemption date and at the redemption price stated in the
notice, together with accrued and unpaid interest, if any, except for Securities
that are converted in accordance with the provisions of Article IV. Upon
presentation and surrender to a Paying Agent, Securities called for redemption
shall be paid at the redemption price, plus accrued interest up to but not
including the redemption date; provided if the redemption date is an interest
payment date, interest will be

                                       13
<PAGE>
payable to the Holders in whose names the Securities are registered at the close
of business on the relevant record dates for payment of such interest.

DEPOSIT OF REDEMPTION PRICE

The Company, prior to 11:00 a.m. New York City time, on the Redemption Date,
shall deposit with a Paying Agent (or, if the Company acts as Paying Agent,
shall segregate and hold in trust) money sufficient to pay the redemption price
of and accrued interest on all Securities to be redeemed on that date, other
than Securities or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation or have been
converted. The Paying Agent shall return to the Company any money not required
for that purpose because of the conversion of Securities pursuant to Article IV
or, if such money is then held by the Company in trust and is not required for
such purpose, it shall be discharged from the trust.

SECURITIES REDEEMED IN PART

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

CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

In connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to a Paying Agent (other than the Company or any of its
Affiliates) in trust for the Holders, on or before 11:00 a.m., New York City
time on the Redemption Date, an amount that, together with any amounts deposited
with such Paying Agent by the Company for the redemption of such Securities, is
not less than the Redemption Price, together with interest accrued to, but not
including, the Redemption Date, of such Securities. Notwithstanding anything to
the contrary contained in this Article III, the obligation of the Company to pay
the Redemption Price of such Securities, including all accrued interest, shall
be deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers; provided, however, that nothing in this Section 3.7 shall
relieve the Company of its obligation to pay the Redemption Price, plus accrued
interest to but excluding the relevant redemption date, on Securities called for
redemption. If such an agreement with one or more investment banks or other
purchasers is entered into, any Securities called for redemption and not
surrendered for conversion by the Holders thereof prior to the relevant
redemption date may, at the option of the Company upon written notice to the
Trustee, 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 IV) surrendered by such purchasers for conversion, all as
of 11:00 a.m., New York City time on the Redemption Date, subject to payment of
the above amount as aforesaid. The Paying Agent shall hold and pay to the
Holders whose Securities are selected for redemption any such amount paid to it
for purchase in the same manner as it would money deposited with it by the
Company for the redemption of Securities. Without the Paying Agent's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Paying Agent as
set forth in this Indenture, and the Company agrees to indemnify the Paying
Agent 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 Securities between the Company and such purchasers, including
the costs and expenses incurred by the Paying Agent 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.

CONVERSION

CONVERSION PRIVILEGE

Subject to and upon compliance with the provisions of this Article IV, at the
option of the Holder, any Security or any portion of the principal amount
thereof which is 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;
provided, however, that if such Security is called for redemption pursuant to
Article III or submitted or presented for repurchase pursuant to Article XII,
such conversion right shall terminate at the close of business on the second
Business Day immediately preceding the Redemption Date or Change in Control
Repurchase Date, as the case may be, for such Security or such earlier date as
the Holder presents such Security for redemption or for purchase (unless the
Company shall default in making the Redemption Price or Change in Control
Repurchase Price payment when due, in which case the conversion right shall
terminate at the close of business on the date such default is cured and such
Security is redeemed or purchased, as the case may be). If such Security is
submitted or presented for purchase pursuant to Article III or Article XII and
is then subsequently withdrawn, such conversion right shall

                                       14
<PAGE>
no longer be terminated, and the Holder of such Security may convert such
Security pursuant to this Section 4.1. The number of shares of Common Stock
issuable upon conversion of a Security shall be determined by dividing the
principal amount of the Security or portion thereof surrendered for conversion
by the Conversion Price in effect on the Conversion Date. The initial Conversion
Price is set forth in paragraph 8 of the Securities and is subject to adjustment
as provided in this Article IV.

Provisions of this Indenture that apply to conversion of all of a Security also
apply to conversion of a portion of a Security.

A Security in respect of which a Holder has delivered a Change in Control
Repurchase Notice pursuant to Section 12.1(c) exercising the option of such
Holder to require the Company to purchase such Security may be converted only if
such Change in Control Repurchase Notice is withdrawn by a written notice of
withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Repurchase Date in
accordance with Section 12.2.

A Holder of Securities is not entitled to any rights of a holder of Common Stock
until such Holder has converted its Securities to Common Stock, and only to the
extent such Securities are deemed to have been converted into Common Stock
pursuant to this Article IV.

CONVERSION PROCEDURE

To convert a Security, a Holder must (a) complete and manually sign the
conversion notice on the back of the Security and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (d) pay any transfer or similar tax, if required. The date
on which the Holder satisfies all of those requirements is the "Conversion
Date." As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder through a Conversion Agent a certificate for the number of
whole shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional shares pursuant to Section 4.3. Anything herein to the contrary
notwithstanding, in the case of Global Securities, conversion notices may be
delivered and such Securities may be surrendered for conversion in accordance
with the Applicable Procedures as in effect from time to time.

The person in whose name the Common Stock certificate is registered shall be
deemed to be a shareholder of record on the Conversion Date; provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; provided, further, that such conversion shall be
at the Conversion Price in effect on the Conversion Date as if the stock
transfer books of the Company had not been closed. Upon conversion of a
Security, such person shall no longer be a Holder of such Security. No payment
or adjustment will be made for dividends or distributions on shares of Common
Stock issued upon conversion of a Security.

Securities so surrendered for conversion (in whole or in part) during the period
from the close of business on any regular record date to the opening of business
on the next succeeding interest payment date (excluding Securities or portions
thereof called for redemption on a Redemption Date during the period beginning
at the close of business on a regular record date and ending at the opening of
business on the first Business Day after the next succeeding interest payment
date, or if such interest payment date is not a Business Day, the second such
Business Day) shall also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such interest payment date
on the principal amount of such Security then being converted, and such interest
shall be payable to such registered Holder notwithstanding the conversion of
such Security, subject to the provisions of this Indenture relating to the
payment of defaulted interest by the Company. Except as otherwise provided in
this Section 4.2, no payment or adjustment will be made for accrued interest on
a converted Security. If the Company defaults in the payment of interest payable
on such interest payment date, the Company shall promptly repay such funds to
such Holder.

Nothing in this Section shall affect the right of a Holder in whose name any
Security is registered at the close of business on a record date to receive the
interest payable on such Security on the related interest payment date in
accordance with the terms of this Indenture and the Securities. If a Holder
converts more than one Security at the same time, the number of shares of Common
Stock issuable upon the conversion shall be based on the aggregate principal
amount of Securities converted.

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



                                       15
<PAGE>
FRACTIONAL SHARES

The Company will not issue fractional shares of Common Stock upon conversion of
Securities. In lieu thereof, the Company will pay an amount in cash based upon
the current market price (determined as set forth in Section 4.6(f)) of the
Common Stock on the Trading Day immediately prior to the Conversion Date.

TAXES ON CONVERSION

If a Holder converts a Security, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on the issue of shares of Common Stock upon
such conversion. However, the Holder shall pay any such tax which is due because
the Holder requests the shares to be issued in a name other than the Holder's
name. The Conversion Agent may refuse to deliver the certificate representing
the Common Stock being issued in a name other than the Holder's name until the
Conversion Agent receives a sum sufficient to pay any tax which will be due
because the shares are to be issued in a name other than the Holder's name.
Nothing herein shall preclude any tax withholding required by law or regulation.

COMPANY TO PROVIDE STOCK

The Company shall, prior to issuance of any Securities hereunder, and from time
to time as may be necessary, reserve, out of its authorized but unissued Common
Stock, a sufficient number of shares of Common Stock to permit the conversion of
all outstanding Securities into shares of Common Stock.

All shares of Common Stock delivered upon conversion of the Securities shall be
newly issued shares, shall be duly authorized, validly issued, fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim.

The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or on the Nasdaq
National Market ("NNM") or other over-the-counter market or such other market on
which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Securities
into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion of the
Securities in accordance with the requirements of such automated quotation
system or exchange at such time.

ADJUSTMENT OF CONVERSION PRICE

The conversion price as stated in paragraph 8 of the Securities (the "Conversion
Price") shall be adjusted from time to time by the Company as follows:

In case the Company shall (i) pay a dividend on its Common Stock in shares of
Common Stock, (ii) make a distribution on its Common Stock in shares of Common
Stock, (iii) subdivide its outstanding Common Stock into a greater number of
shares, or (iv) combine its outstanding Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior thereto shall be
adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive that number of shares of Common Stock
which it would have owned had such Security been converted immediately prior to
the happening of such event. An adjustment made pursuant to this subsection (a)
shall become effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of subdivision or combination.

In case the Company shall issue rights or warrants to all or substantially all
holders of its Common Stock entitling them (for a period commencing no earlier
than the record date described below and expiring not more than 60 days after
such record date) 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 per share of
Common Stock (as determined in accordance with subsection (f) of this Section
4.6) on the record date for the determination of shareholders entitled to
receive such rights or warrants, the Conversion Price in effect immediately
prior thereto shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
such record date by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares
which the aggregate offering price of the total number of shares of Common Stock
so offered (or the aggregate conversion price of the convertible securities so
offered, which shall be determined by multiplying the number of shares of Common
Stock issuable upon conversion of such convertible securities by the conversion
price per share of Common Stock pursuant to the terms of such convertible
securities) would purchase at the current market price per share (as determined
in accordance with subsection (f) of this Section 4.6) of Common Stock on such
record date, and of which the denominator shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock offered (or into which the convertible securities so
offered are convertible). Such adjustment shall be made successively whenever
any such rights or warrants are issued, and shall become effective immediately
after such record date. If at the end of the period during which such rights or

                                       16
<PAGE>
warrants are exercisable not all rights or warrants shall have been exercised,
the adjusted Conversion Price shall be immediately readjusted to what it would
have been based upon the number of additional shares of Common Stock actually
issued (or the number of shares of Common Stock issuable upon conversion of
convertible securities actually issued).

In case the Company shall distribute to all or substantially all holders of its
Common Stock any shares of Capital Stock of the Company (other than Common
Stock), evidences of indebtedness or other non-cash assets (including securities
of any person other than the Company but excluding (i) dividends or
distributions paid exclusively in cash or (ii) dividends or distributions
referred to in subsection (a) of this Section 4.6), or shall distribute to all
or substantially all holders of its Common Stock rights or warrants to subscribe
for or purchase any of its securities (excluding those rights and warrants
referred to in subsection (b) of this Section 4.6), then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the current Conversion Price by a fraction of which
the numerator shall be the current market price per share (as determined in
accordance with subsection (f) of this Section 4.6) of the Common Stock on the
record date described below less the fair market value on such record date (as
determined by the Board of Directors, whose determination shall be conclusive
evidence of such fair market value and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of the portion of the Capital Stock,
evidences of indebtedness or other non-cash assets so distributed or of such
rights or warrants applicable to one share of Common Stock (determined on the
basis of the number of shares of Common Stock outstanding on the record date),
and of which the denominator shall be the current market price per share (as
determined in accordance with subsection (f) of this Section 4.6) of the Common
Stock on such record date. Such adjustment shall be made successively whenever
any such distribution is made and shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
distribution.

In case the Company shall, by dividend or otherwise, at any time distribute (a
"Triggering Distribution") to all or substantially all holders of its Common
Stock cash in an aggregate amount that, together with the aggregate amount of
(i) any cash and the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive evidence thereof and which shall be
evidenced by an Officers' Certificate delivered to the Trustee) of any other
consideration payable in respect of any tender offer by the Company or a
Subsidiary of the Company for Common Stock consummated within the 12 months
preceding the date of payment of the Triggering Distribution and in respect of
which no Conversion Price adjustment pursuant to this Section 4.6 has been made
and (ii) all other cash distributions to all or substantially all holders of its
Common Stock made within the 12 months preceding the date of payment of the
Triggering Distribution and in respect of which no Conversion Price adjustment
pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0% of
the product of the current market price per share of Common Stock (as determined
in accordance with subsection (f) of this Section 4.6) on the Business Day (the
"Determination Date") immediately preceding the day on which such Triggering
Distribution is declared by the Company multiplied by the number of shares of
Common Stock outstanding on the Determination Date (excluding shares held in the
treasury of the Company), the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying such Conversion Price in effect
immediately prior to the Determination Date by a fraction of which the numerator
shall be the current market price per share of the Common Stock (as determined
in accordance with subsection (f) of this Section 4.6) on the Determination Date
less the sum of the aggregate amount of cash and the aggregate fair market value
(determined as aforesaid in this Section 4.6(d)) of any such other consideration
so distributed, paid or payable within such 12 months (including, without
limitation, the Triggering Distribution) applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding on
the Determination Date) and the denominator shall be such current market price
per share of the Common Stock (as determined in accordance with subsection (f)
of this Section 4.6) on the Determination Date, such reduction to become
effective immediately prior to the opening of business on the day next following
the date on which the Triggering Distribution is paid.

In case any tender offer made by the Company or any of its Subsidiaries for
Common Stock shall expire and such tender offer (as amended upon the expiration
thereof) shall involve the payment of aggregate consideration in an amount
(determined as the sum of the aggregate amount of cash consideration and the
aggregate fair market value (as determined by the Board of Directors, whose
determination shall be conclusive evidence thereof and which shall be evidenced
by an Officers' Certificate delivered to the Trustee thereof) of any other
consideration) that, together with the aggregate amount of (i) any cash and the
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive evidence thereof and which shall be evidenced by an
Officers' Certificate delivered to the Trustee) of any other consideration
payable in respect of any other tender offers by the Company or any Subsidiary
of the Company for Common Stock consummated within the 12 months preceding the
Expiration Date (as defined below) and in respect of which no Conversion Price
adjustment pursuant to this Section 4.6 has

                                       17
<PAGE>
been made and (ii) all cash distributions to all or substantially all holders of
its Common Stock made within the 12 months preceding the Expiration Date and in
respect of which no Conversion Price adjustment pursuant to this Section 4.6 has
been made, exceeds an amount equal to 10.0% of the product of the current market
price per share of Common Stock (as determined in accordance with subsection (f)
of this Section 4.6) as of the last date (the "Expiration Date") tenders could
have been made pursuant to such tender offer (as it may be amended) (the last
time at which such tenders could have been made on the Expiration Date is
hereinafter sometimes called the "Expiration Time") multiplied by the number of
shares of Common Stock outstanding (including tendered shares but excluding any
shares held in the treasury of the Company) at the Expiration Time, then,
immediately prior to the opening of business on the day after the Expiration
Date, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to close of business on the Expiration Date by a fraction of which the numerator
shall be the product of the number of shares of Common Stock outstanding
(including tendered shares but excluding any shares held in the treasury of the
Company) at the Expiration Time multiplied by the current market price per share
of the Common Stock (as determined in accordance with subsection (f) of this
Section 4.6) on the Trading Day next succeeding the Expiration Date and the
denominator shall be the sum of (x) the aggregate consideration (determined as
aforesaid) payable to shareholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares and excluding any shares held in the treasury of the Company) at the
Expiration Time and the current market price per share of Common Stock (as
determined in accordance with subsection (f) of this Section 4.6) on the Trading
Day next succeeding the Expiration Date, such reduction to become effective
immediately prior to the opening of business on the day following the Expiration
Date. 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 or all such purchases or any or all such purchases are
rescinded, the Conversion Price shall again be adjusted to be the Conversion
Price which would have been in effect based upon the number of shares actually
purchased. If the application of this Section 4.6(e) 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 4.6(e). For purposes of this Section
4.6(e), the term "tender offer" shall mean and include both tender offers and
exchange offers, all references to "purchases" of shares in tender offers (and
all similar references) shall mean and include both the purchase of shares in
tender offers and the acquisition of shares pursuant to exchange offers, and all
references to "tendered shares" (and all similar references) shall mean and
include shares tendered in both tender offers and exchange offers.

For the purpose of any computation under subsections (b), (c), (d) and (e) of
this Section 4.6, the current market price per share of Common Stock on any date
shall be deemed to be the average of the daily closing prices for the 30
consecutive Trading Days commencing 45 Trading Days before (i) the Determination
Date or the Expiration Date, as the case may be, with respect to distributions
or tender offers under subsections (c), (d) and (e) of this Section 4.6 or (ii)
the record date with respect to distributions, issuances or other events
requiring such computation under subsection (b), (c), (d) or (e) of this Section
4.6. The closing price for each day shall be the last reported sales price or,
in case no such reported sale takes place on such date, the average of the
reported closing bid and asked prices in either case on the NNM or, if the
Common Stock is not listed or admitted to trading on the NNM, on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on the NNM or any national
securities exchange, the last reported sales price of the Common Stock as quoted
on NASDAQ or, in case no reported sales takes place, the average of the closing
bid and asked prices as quoted on NASDAQ or any comparable system or, if the
Common Stock is not quoted on NASDAQ or any comparable system, the closing sales
price or, in case no reported sale takes place, the average of the closing bid
and asked prices, as furnished by any two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If no such prices are available, the current market price per share
shall be the fair value of a share of Common Stock as determined by the Board of
Directors (which shall be evidenced by an Officers' Certificate delivered to the
Trustee).

In any case in which this Section 4.6 shall require that an adjustment be made
following a record date or a Determination Date or Expiration Date, as the case
may be, established for purposes of this Section 4.6, the Company may elect to
defer (but only until five Business Days following the filing by the Company
with the Trustee of the certificate described in Section 4.9) issuing to the
Holder of any Security converted after such record date or Determination Date or
Expiration Date the shares of Common Stock and other Capital Stock of the
Company issuable upon such conversion over and above the shares of Common Stock
and other Capital Stock of the Company issuable upon such conversion only on the
basis of the Conversion Price prior to adjustment; and, in lieu of the

                                       18
<PAGE>
shares the issuance of which is so deferred, the Company shall issue or cause
its transfer agents to issue due bills or other appropriate evidence prepared by
the Company of the right to receive such shares. If any distribution in respect
of which an adjustment to the Conversion Price is required to be made as of the
record date or Determination Date or Expiration Date therefor is not thereafter
made or paid by the Company for any reason, the Conversion Price shall be
readjusted to the Conversion Price which would then be in effect if such record
date had not been fixed or such effective date or Determination Date or
Expiration Date had not occurred.

NO ADJUSTMENT

No adjustment in the Conversion Price shall be required unless the adjustment
would require an increase or decrease of at least 1% in the Conversion Price as
last adjusted; provided, however, that any adjustments which by reason of this
Section 4.7 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article IV
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 issuances of Common Stock pursuant to a Company
plan for reinvestment of dividends or interest or for a change in the par value
or a change to no par value of the Common Stock. To the extent that the
Securities become convertible into the right to receive cash, no adjustment need
be made thereafter as to the cash. Interest will not accrue on the cash.

ADJUSTMENT FOR TAX PURPOSES

The Company shall be entitled to make such reductions in the Conversion Price,
in addition to those required by Section 4.6, as it in its discretion shall
determine to be advisable in order that any stock dividends, subdivisions of
shares, distributions of rights to purchase stock or securities or distributions
of securities convertible into or exchangeable for stock hereafter made by the
Company to its shareholders shall not be taxable.

NOTICE OF ADJUSTMENT

Whenever the Conversion Price or conversion privilege is adjusted, the Company
shall promptly mail to Securityholders a notice of the adjustment and file with
the Trustee an Officers' Certificate briefly stating the facts requiring the
adjustment and the manner of computing it. Unless and until the Trustee shall
receive an Officers' Certificate setting forth an adjustment of the Conversion
Price, the Trustee may assume without inquiry that the Conversion Price has not
been adjusted and that the last Conversion Price of which it has knowledge
remains in effect.

NOTICE OF CERTAIN TRANSACTIONS

In the event that:

THE COMPANY TAKES ANY ACTION WHICH WOULD REQUIRE AN ADJUSTMENT IN THE CONVERSION
PRICE;

THE COMPANY CONSOLIDATES OR MERGES WITH, OR TRANSFERS ALL OR SUBSTANTIALLY ALL
OF ITS PROPERTY AND ASSETS TO, ANOTHER CORPORATION AND SHAREHOLDERS OF THE
COMPANY MUST APPROVE THE TRANSACTION; OR

THERE IS A DISSOLUTION OR LIQUIDATION OF THE COMPANY,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.10.

EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION
PRIVILEGE

If any of the following shall occur, namely: (a) any reclassification or change
of shares of Common Stock issuable upon conversion of the Securities (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, or any other
change for which an adjustment is provided in Section 4.6); (b) any
consolidation or merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock;
or (c) any sale or conveyance as an entirety or substantially as an entirety of
the property and assets of the Company (determined on a consolidated basis),
directly or indirectly, to any person, then the Company, or such successor,
purchasing or transferee corporation, as the case may be, shall, as a condition
precedent to such reclassification, change, combination, consolidation, merger,
sale or conveyance, execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the right
to convert such Security into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such reclassification,
change, combination, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock deliverable upon conversion of such
Security immediately prior to such reclassification, change, combination,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments

                                       19
<PAGE>
of the Conversion Price which shall be as nearly equivalent as may be
practicable to the adjustments of the Conversion Price provided for in this
Article IV. If, in the case of any such consolidation, merger, combination, sale
or conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock include shares of stock or
other securities and property of a person other than the successor, purchasing
or transferee corporation, as the case may be, in such consolidation, merger,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other person and shall contain such additional provisions to
protect the interests of the Holders of the Securities as the Board of Directors
shall reasonably consider necessary by reason of the foregoing. The provisions
of this Section 4.11 shall similarly apply to successive reclassifications,
changes, combinations, consolidations, mergers, sales or conveyances. In the
event the Company shall execute a supplemental indenture pursuant to this
Section 4.11, the Company shall promptly file with the Trustee (x) an Officers'
Certificate briefly stating the reasons therefor, the kind or amount of shares
of stock or other securities or property (including cash) receivable by Holders
of the Securities upon the conversion of their Securities after any such
reclassification, change, combination, consolidation, merger, sale or
conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

TRUSTEE'S DISCLAIMER

The Trustee shall have no duty to determine when an adjustment under this
Article IV should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of that fact or the correctness of any
such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.9. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article IV.

The Trustee shall not be under any responsibility to determine the correctness
of any provisions contained in any supplemental indenture executed pursuant to
Section 4.11, but may accept as conclusive evidence of the correctness thereof,
and shall be fully protected in relying upon, the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 4.11.

VOLUNTARY REDUCTION

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 if the reduction is
irrevocable during the period if the Board of Directors determines that such
reduction would be in the best interest of the Company and the Company provides
15 days prior notice of any such reduction in the Conversion Price; provided,
however, that in no event may the Company reduce the Conversion Price to be less
than the par value of a share of Common Stock.

SUBORDINATION

AGREEMENT OF SUBORDINATION

The Company covenants and agrees, and each Holder of Securities issued hereunder
by its acceptance thereof likewise covenants and agrees, that all Securities
shall be issued subject to the provisions of this Article V; and each Person
holding any Security, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees to be bound by such provisions.

The payment of the principal of, premium, if any, and interest (including
Liquidated Damages, if any) on all Securities (including, but not limited to,
the redemption price with respect to the Securities called for redemption or the
Change in Control Purchase Price with respect to the Securities subject to
purchase in accordance with Article III or Article XII, as applicable, as
provided in this Indenture) issued hereunder, and any other payment with respect
to the Securities, shall, to the extent and in the manner hereinafter set forth
be subordinated and subject in right of payment to the prior payment in full in
cash or payment satisfactory to the holders of Senior Indebtedness of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

No provision of this Article V shall prevent the occurrence of any default or
Event of Default hereunder.

PAYMENTS TO HOLDERS

No payment shall be made with respect to the principal of, or premium, if any,
or interest (including Liquidated Damages, if any) on the Securities (including,
but not limited to, the redemption price with respect to the Securities to be
called for redemption or the Change in Control Purchase Price with respect to
the Securities subject to purchase in accordance with Article III or Article
XII, as applicable, as provided in this Indenture or any other purchase or
acquisition with respect to the Securities), or any other payment with respect
to the Securities, except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 5.5, if:



                                       20
<PAGE>
a default in the payment of principal, premium, interest, rent or other
obligations due on any Designated Senior Indebtedness occurs and is continuing
(or, in the case of Designated Senior Indebtedness for which there is a period
of grace, in the event of such a default that continues beyond the period of
grace, if any, specified in the instrument or lease evidencing such Designated
Senior Indebtedness), unless and until such default shall have been cured or
waived or shall have ceased to exist; or

a default, other than a default referred to in clause (a) of this Section 5.2,
on a Designated Senior Indebtedness occurs and is continuing that then permits
holders of such Designated Senior Indebtedness to accelerate its maturity and
the Trustee receives a notice of the default (a "Payment Blockage Notice") from
a Representative or holder of Designated Senior Indebtedness.

Subject to the provisions of Section 5.5, if the Trustee receives any Payment
Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage
Notice shall be effective for purposes of this Section unless and until at least
365 days shall have elapsed since the initial effectiveness of the immediately
prior Payment Blockage Notice. No nonpayment default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
(unless such default was waived, cured or otherwise ceased to exist and
thereafter subsequently reoccurred) shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

The Company may and shall resume payments on and distributions in respect of the
Securities upon the earlier of:

    (i) the date upon which the default is cured or waived or ceases to exist,
or

    (ii) in the case of a default referred to in clause (b) above, 179 days pass
after a Payment Blockage Notice is received, unless this Article V otherwise
prohibits the payment or distribution at the time of such payment or
distribution.

Upon any payment by the Company, or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
any dissolution or winding-up or liquidation or reorganization of the Company
(whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or
similar proceedings, all amounts due or to become due upon all Senior
Indebtedness shall first be paid in full in cash, or other payments satisfactory
to the holders of Senior Indebtedness, before any payment is made on account of
the principal of, premium, if any, or interest (including Liquidated Damages, if
any) on the Securities (including, but not limited to, the redemption price with
respect to the Securities called for redemption or the Change in Control
Purchase Price with respect to the Securities subject to purchase in accordance
with Article III or Article XII, as applicable, as provided in this Indenture,
but excluding payments made pursuant to Article X from monies deposited with the
Trustee pursuant thereto prior to commencement of proceedings for such
dissolution, winding-up, liquidation or reorganization), or any other payment
with respect to the Securities; and upon any such dissolution or winding-up or
liquidation or reorganization of the Company or bankruptcy, insolvency,
receivership or other proceeding, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be
entitled, except for the provision of this Article V, shall (except as
aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, or as otherwise required by law or a court order) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full in cash, or other payment
satisfactory to the holders of Senior Indebtedness, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness,
before any payment or distribution is made to the Holders of the Securities or
to the Trustee.

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

                                       21
<PAGE>
for the purposes of this Section 5.2 if such other corporation shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article VII.

In the event of the acceleration of the Securities because of an Event of
Default, no payment or distribution shall be made to the Trustee or any Holder
of Securities in respect of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Securities (including, but not
limited to, the redemption price with respect to the Securities called for
redemption or the Change in Control Purchase Price with respect to the
Securities subject to purchase in accordance with Article III or Article XII, as
applicable, as provided in this Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
5.5, until all Senior Indebtedness has been paid in full in cash or other
payment satisfactory to the holders of Senior Indebtedness or such acceleration
is rescinded in accordance with the terms of this Indenture. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Indebtedness of such acceleration.

In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness is paid in full, in
cash or other payment satisfactory to the holders of Senior Indebtedness, or
provision is made for such payment thereof in accordance with its terms in cash
or other payment satisfactory to the holders of Senior Indebtedness, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash
or other payment satisfactory to the holders of Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.

Nothing in this Section 5.2 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 9.7. This Section 5.2 shall be subject to
the further provisions of Section 5.5.

SUBROGATION OF SECURITIES

Subject to the payment in full, in cash or other payment satisfactory to the
holders of Senior Indebtedness, of all Senior Indebtedness, the rights of the
Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article V (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to other
indebtedness of the Company to substantially the same extent as the Securities
are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the principal, premium, if any, and interest (including Liquidated
Damages, if any) on the Securities, and any other obligation with respect to the
Securities, shall be paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article V, and no payment
over pursuant to the provisions of this Article V, to or for the benefit of the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness; and no payments or
distributions of cash, property or securities to or for the benefit of the
Holders of the Securities pursuant to the subrogation provisions of this Article
V, which would otherwise have been paid to the holders of Senior Indebtedness
shall be deemed to be a payment by the Company to or for the account of the
Securities. It is understood that the provisions of this Article V are and are
intended solely for the purposes of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the Senior Indebtedness,
on the other hand.

Nothing contained in this Article V or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article V of

                                       22
<PAGE>
the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in this
Article V, the Trustee, subject to the provisions of Section 9.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article V.

AUTHORIZATION TO EFFECT SUBORDINATION

Each Holder of a Security by the Holder's acceptance thereof authorizes and
directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article V and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
5.3 hereof at least 30 days before the expiration of the time to file such
claim, the holders of any Senior Indebtedness or their representatives are
hereby authorized to file an appropriate claim for and on behalf of the Holders
of the Securities.

NOTICE TO TRUSTEE

The Company shall give prompt written notice in the form of an Officers'
Certificate to a Trust Officer of the Trustee and to any Paying Agent of any
fact known to the Company which would prohibit the making of any payment of
monies to or by the Trustee or any Paying Agent in respect of the Securities
pursuant to the provisions of this Article V. Notwithstanding the provisions of
this Article V or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article V, unless and until a
Trust Officer of the Trustee shall have received written notice thereof at the
Corporate Trust Office from the Company (in the form of an Officers'
Certificate) or a Representative or a Holder or Holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice,
the Trustee shall be entitled in all respects to assume that no such facts
exist; provided that if on a date not fewer than one Business Day prior to the
date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of the principal of, or
premium, if any, or interest on any Security) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
5.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date. Notwithstanding anything in this Article V to the contrary, nothing shall
prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Article X, and any such payment shall not be subject to the
provisions of this Article V.

The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely
on the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article V, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article V, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such Person to receive such
payment.

TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS

The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article V in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in Section 9.11 or elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article V, 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, subject to the
provisions of Section 9.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to

                                       23
<PAGE>
Holders of Securities, the Company or any other person, money or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article V
or otherwise.

NO IMPAIRMENT OF SUBORDINATION

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

CERTAIN CONVERSIONS DEEMED PAYMENT

For the purposes of this Article V only, (a) the issuance and delivery of junior
securities upon conversion of Securities in accordance with Article IV shall not
be deemed to constitute a payment or distribution on account of the principal of
(or premium, if any) or interest on Securities or on account of the purchase or
other acquisition of Securities, and (b) the payment, issuance or delivery of
cash (except in satisfaction of fractional shares pursuant to Section 4.3),
property or securities (other than junior securities) upon conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section 5.8, the term "junior
securities" means (i) shares of any stock of any class of the Company, or (ii)
securities of the Company which are subordinated in right of payment to all
Senior Indebtedness which may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article V. Nothing
contained in this Article V or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article IV.

ARTICLE APPLICABLE TO PAYING AGENTS

If at any time any Paying Agent other than the Trustee shall have been appointed
by the Company and be then acting hereunder, the term "Trustee" as used in this
Article V shall (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article V in
addition to or in place of the Trustee; provided, however, that the first
paragraph of Section 5.5 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

SENIOR INDEBTEDNESS ENTITLED TO RELY

The holders of Senior Indebtedness (including, without limitation, Designated
Senior Indebtedness) and their representatives shall have the right to rely upon
this Article V, and no provision contained herein may be amended, supplemented
or otherwise modified without the prior written consent of such holders or their
representatives in accordance with the documents governing the terms of such
Senior Indebtedness.

COVENANTS

PAYMENT OF SECURITIES

The Company shall promptly make all payments in respect of the Securities on the
dates and in the manner provided in the Securities and this Indenture. An
installment of principal or interest shall be considered paid on the date it is
due if the Paying Agent (other than the Company) holds by 11:00 a.m., New York
City time, on that date money, deposited by the Company or an Affiliate thereof,
sufficient to pay the installment. The Company shall, to the fullest extent
permitted by law, pay interest on overdue principal (including premium, if any)
and overdue installments of interest at the rate borne by the Securities per
annum. All references in this Indenture or the Securities to interest shall be
deemed to include Liquidated Damages, if any, payable pursuant to the
Registration Rights Agreement.

Payment of the principal of (and premium, if any) and any interest on the
Securities shall be made at the Corporate Trust Office of the Paying Agent
specified in Section 2.3 in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address appears in the Register; provided further that a Holder
with an aggregate principal amount in excess of $2,000,000 will be paid by wire
transfer in immediately available funds at the election of such Holder.

SEC REPORTS

The Company shall file all reports and other information and documents which it
is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act, and within 15 days after it files them with the SEC, the Company shall file
copies of all such reports, information and other documents with the Trustee.

                                       24
<PAGE>
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

COMPLIANCE CERTIFICATES

The Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year of the Company (beginning with the fiscal year ending January 31,
2003), an Officers' Certificate as to the signer's knowledge of the Company's
compliance with all conditions and covenants on its part contained in this
Indenture and stating whether or not the signer knows of any default or Event of
Default. If such signer knows of such a default or Event of Default, the
Officers' Certificate shall describe the default or Event of Default and the
efforts to remedy the same. For the purposes of this Section 6.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

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.

MAINTENANCE OF CORPORATE EXISTENCE

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

RULE 144A INFORMATION REQUIREMENT

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

STAY, EXTENSION AND USURY LAWS

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

PAYMENT OF LIQUIDATED DAMAGES

If Liquidated Damages are payable by the Company pursuant to the Registration
Rights Agreement, the Company shall deliver to the Trustee a certificate to that
effect stating (i) the amount of such Liquidated Damages that is payable and
(ii) the date on which such Liquidated Damages are payable. Unless and until a
Trust Officer of the Trustee actually receives such a certificate, the Trustee
may assume without inquiry that no such Liquidated Damages are payable. If the
Company has paid Liquidated Damages directly to the Persons entitled to it, the
Company shall deliver to the Trustee a certificate setting forth the particulars
of such payment.

RESALE OF CERTAIN SECURITIES

During the period of two years after the last date of original issuance of any
Securities, the Company shall not, and shall not permit any of its "affiliates"
(as defined under Rule 144 under the Securities Act) to, resell any Securities,
or shares of Common Stock issuable upon conversion of the Securities, which
constitute "restricted securities" under Rule 144, that are acquired by any of
them within the United States or to "U.S. persons" (as defined in Regulation S)
except pursuant to an effective registration statement under the Securities Act
or an applicable

                                       25
<PAGE>
exemption therefrom. The Trustee shall have no responsibility or liability in
respect of the Company's performance of its agreement in the preceding sentence.

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS

The Company shall not consolidate with or merge into any other Person (in a
transaction in which the Company is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

in case the Company shall consolidate with or merge into another Person (in a
transaction in which the Company is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a
corporation, limited liability company, partnership or trust, shall be organized
and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium
and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed and the conversion rights shall be provided for in accordance with
Article IV, by supplemental indenture satisfactory in form to the Trustee,
executed and delivered to the Trustee, by the Person (if other than the Company)
formed by such consolidation or into which the Company shall have been merged or
by the Person which shall have acquired the Company's assets;

immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and

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

SUCCESSOR SUBSTITUTED

Upon any consolidation of the Company with, or merger of the Company into, any
other Person or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 7.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease 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 Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

DEFAULT AND REMEDIES

EVENTS OF DEFAULT

An "Event of Default" shall occur if:


                                       26
<PAGE>
THE COMPANY DEFAULTS IN THE PAYMENT OF ANY INTEREST (INCLUDING LIQUIDATED
DAMAGES) ON ANY SECURITY WHEN THE SAME BECOMES DUE AND PAYABLE AND THE DEFAULT
CONTINUES FOR A PERIOD OF 30 DAYS, WHETHER OR NOT SUCH PAYMENT SHALL BE
PROHIBITED BY THE PROVISIONS OF ARTICLE V;

THE COMPANY DEFAULTS IN THE PAYMENT OF ANY PRINCIPAL OF (INCLUDING, WITHOUT
LIMITATION, ANY PREMIUM, IF ANY, ON) ANY SECURITY WHEN THE SAME BECOMES DUE AND
PAYABLE (WHETHER AT MATURITY, UPON REDEMPTION, A CHANGE IN CONTROL PURCHASE DATE
OR OTHERWISE), WHETHER OR NOT SUCH PAYMENT SHALL BE PROHIBITED BY THE PROVISIONS
OF ARTICLE V;

THE COMPANY FAILS TO COMPLY WITH ANY OF ITS OTHER AGREEMENTS CONTAINED IN THE
SECURITIES OR THIS INDENTURE AND THE DEFAULT CONTINUES FOR THE PERIOD AND AFTER
THE NOTICE SPECIFIED BELOW;

THE COMPANY PURSUANT TO OR WITHIN THE MEANING OF ANY BANKRUPTCY LAW:

commences a voluntary case or proceeding;

consents to the entry of an order for relief against it in an involuntary case
or proceeding;

consents to the appointment of a Custodian of it or for all or substantially all
of its property; or

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

A COURT OF COMPETENT JURISDICTION ENTERS AN ORDER OR DECREE UNDER ANY BANKRUPTCY
LAW THAT:

is for relief against the Company in an involuntary case or proceeding;

appoints a Custodian of the Company or for all or substantially all of the
property of the Company; or

orders the liquidation of the Company;

and in each case such order or decree remains unstayed and in effect for 60
days.

The term "Bankruptcy Law" means Title 11 of the United States Code (or any
successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

A default under clause (3) above is not an Event of Default until the Trustee
notifies the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding notify the Company and the Trustee, of
the default, and the Company does not cure the default within 60 days after
receipt of such notice. The notice given pursuant to this Section 8.1 must
specify the default, demand that it be remedied and state that the notice is a
"Notice of Default." When any default under this Section 8.1 is cured, it
ceases.

The Trustee shall not be charged with knowledge of any Event of Default unless
written notice thereof shall have been given to a Trust Officer at the Corporate
Trust Office of the Trustee by the Company, a Paying Agent, any Holder or any
agent of any Holder.

ACCELERATION

If an Event of Default (other than an Event of Default specified in clause (4)
or (5) of Section 8.1) occurs and is continuing, the Trustee may, by notice to
the Company, or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding may, by notice to the Company and the Trustee,
declare all unpaid principal on the Securities then outstanding (if not then due
and payable) to be due and payable upon any such declaration, and the same shall
become and be immediately due and payable. If an Event of Default specified in
clause (4) or (5) of Section 8.1 occurs, all unpaid principal of the Securities
then outstanding shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in aggregate principal amount of the Securities then
outstanding by notice to the Trustee may rescind an acceleration and its
consequences if (a) all existing Events of Default, other than the nonpayment of
the principal of the Securities which has become due solely by such declaration
of acceleration, have been cured or waived; (b) to the extent the payment of
such interest is lawful, interest (calculated at the rate per annum borne by the
Securities) on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid;
(c) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 9.7 have been made. No such rescission shall
affect any subsequent default or impair any right consequent thereto.

OTHER REMEDIES

If an Event of Default occurs and is continuing, the Trustee may, but shall not
be obligated to, pursue any available remedy by proceeding at law or in equity
to collect the payment of the principal of or interest on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

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



                                       27
<PAGE>
WAIVER OF DEFAULTS AND EVENTS OF DEFAULT

Subject to Sections 8.7 and 11.2, the Holders of a majority in principal amount
of the Securities then outstanding by notice to the Trustee may waive an
existing default or Event of Default and its consequence, except a default or
Event of Default in the payment of the principal of or interest on any Security,
a failure by the Company to convert any Securities into Common Stock or any
default or Event of Default in respect of any provision of this Indenture or the
Securities which, under Section 11.2, cannot be modified or amended without the
consent of the Holder of each Security affected. When a default or Event of
Default is waived, it is cured and ceases.

CONTROL BY MAJORITY

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

LIMITATIONS ON SUITS

A Holder may not pursue any remedy with respect to this Indenture or the
Securities (except actions for payment of overdue principal or interest or for
the conversion of the Securities pursuant to Article IV) unless:

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

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

such Holder or Holders furnishes to the Trustee reasonable indemnity to the
Trustee against any loss, liability or expense;

the Trustee does not comply with the request within 60 days after receipt of the
request and the furnishing of indemnity; and

no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal
amount of the Securities then outstanding.

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

RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT

Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security and
this Indenture, to convert such Security in accordance with Article IV and to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

COLLECTION SUIT BY TRUSTEE

If an Event of Default in the payment of principal or interest specified in
clause (1) or (2) of Section 8.1 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or another obligor on the Securities for the whole amount of principal
and accrued interest remaining unpaid, together with, to the extent that payment
of such interest is lawful, interest on overdue principal and on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

TRUSTEE MAY FILE PROOFS OF CLAIM

The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor on the Securities),
its creditors or its property and shall be entitled and empowered to collect and
receive any money or other property payable or deliverable on any such claims
and to distribute the same, and any Custodian 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 to the Trustee any amount due to 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 9.7, and to the
extent that such payment of the reasonable compensation, expenses, disbursements
and advances in any such proceedings shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other property which the


                                       28
<PAGE>
Holders may be entitled to receive in such proceedings, whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to,
or on behalf of any Holder, to authorize, accept or adopt any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

PRIORITIES

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

First, to the Trustee for amounts due under Section 9.7;

Second, to the holders of Senior Indebtedness to the extent required by Article
V;

Third, to Holders for amounts due and unpaid on the Securities for principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal and interest,
respectively; and

Fourth, to the Company.

The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 8.10.

UNDERTAKING FOR COSTS

In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit 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, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 8.11 does not apply to a suit made by the Trustee, a suit by a Holder
pursuant to Section 8.7, or a suit by Holders of more than 10% in principal
amount of the Securities then outstanding.

TRUSTEE

DUTIES OF TRUSTEE

If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

Except during the continuance of an Event of Default:

THE TRUSTEE NEED PERFORM ONLY THOSE DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS
INDENTURE AND NO OTHERS; AND IN THE ABSENCE OF BAD FAITH ON ITS PART, THE
TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE
CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON CERTIFICATES OR OPINIONS
FURNISHED TO THE TRUSTEE AND CONFORMING TO THE REQUIREMENTS OF THIS INDENTURE.
THE TRUSTEE, HOWEVER, SHALL EXAMINE ANY CERTIFICATES AND OPINIONS WHICH BY ANY
PROVISION HEREOF ARE SPECIFICALLY REQUIRED TO BE DELIVERED TO THE TRUSTEE TO
DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS OF THIS INDENTURE.

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

THIS PARAGRAPH DOES NOT LIMIT THE EFFECT OF SUBSECTION (b) OF THIS SECTION 9.1;

THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT MADE IN GOOD FAITH BY
A TRUST OFFICER, UNLESS IT IS PROVED THAT THE TRUSTEE WAS NEGLIGENT IN
ASCERTAINING THE PERTINENT FACTS; AND THE TRUSTEE SHALL NOT BE LIABLE WITH
RESPECT TO ANY ACTION IT TAKES OR OMITS TO TAKE IN GOOD FAITH IN ACCORDANCE WITH
A DIRECTION RECEIVED BY IT PURSUANT TO SECTION 8.5.

No provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder or in the exercise of any of its rights or powers unless
the Trustee shall have received adequate indemnity in its opinion against
potential costs and liabilities incurred by it relating thereto.

Every provision of this Indenture that in any way relates to the Trustee is
subject to subsections (a), (b), (c) and (d) of this Section 9.1.

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

RIGHTS OF TRUSTEE

Subject to Section 9.1:


                                       29
<PAGE>
The Trustee may rely conclusively on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

Before the Trustee acts or refrains from acting, it may require an Officers'
Certificate or an Opinion of Counsel, which shall conform to Section 13.4(b).
The Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Certificate or Opinion.

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

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

The Trustee may consult with counsel of its selection, and the advice or opinion
of such counsel as to matters of law shall be full and complete authorization
and protection in respect of any such action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have furnished to the
Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.

The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Trust Officer of the Trustee has actual knowledge thereof or
unless written notice from the Company or the Holders of at least 25% of the
Securities of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office, and such notice references the Securities
and this Indenture.

Except with respect to Sections 6.1, 6.2 and 6.3, the Trustee shall have no duty
to inquire as to the performance of the Company with respect to the covenants
contained in Article VI.

Delivery of reports, information and documents to the Trustee under Section 6.2
is for informational purposes only and the Trustee's receipt of the foregoing
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any covenants hereunder (as to which the Trustee is entitled to
rely conclusively on Officers' Certificates).

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 to each agent, custodian and other Person employed by it to act
hereunder.

INDIVIDUAL RIGHTS OF TRUSTEE

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate of
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
9.10 and 9.11.

TRUSTEE'S DISCLAIMER

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

NOTICE OF DEFAULT OR EVENTS OF DEFAULT

If a default or an Event of Default occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to each Securityholder notice of the
default or Event of Default within 90 days after it occurs. However, the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding notice is in the interests of
Securityholders, except in the case of a default or an Event of Default in
payment of the principal, premium, if any or interest (including Liquidated
Damages) on any Security.

REPORTS BY TRUSTEE TO HOLDERS

If such report is required by TIA Section 313, within 60 days after each May 15,
beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Securityholder a brief report dated as of such May 15 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b)(2) and (c).


                                       30
<PAGE>
A copy of each report at the time of its mailing to Securityholders shall be
mailed to the Company and filed with the SEC and each stock exchange, if any, on
which the Securities are listed. The Company promptly shall notify the Trustee
whenever the Securities become listed on any stock exchange or listed or
admitted to trading on any quotation system and any changes in the stock
exchanges or quotation systems on which the Securities are listed or admitted to
trading and of any delisting thereof.

COMPENSATION AND INDEMNITY

The Company shall pay to the Trustee from time to time such compensation (as
agreed to from time to time by the Company and the Trustee in writing) for its
services (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust). The Company shall
reimburse the Trustee upon request for all reasonable, actual disbursements,
expenses and advances incurred or made by it. Such expenses may include the
reasonable, actual compensation, disbursements and expenses of the Trustee's
agents and counsel.

The Company shall indemnify the Trustee or any predecessor Trustee (which for
purposes of this Section 9.7 shall include its officers, directors, employees
and agents) for, and hold it harmless against, any and all loss, liability or
expense including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) and reasonable legal fees and expenses incurred by
it in connection with the acceptance or administration of its duties under this
Indenture or any action or failure to act as authorized or within the discretion
or rights or powers conferred upon the Trustee hereunder including the
reasonable costs and expenses of the Trustee and its counsel in defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity. The Company need not pay for any settlement without its written
consent, which shall not be unreasonably withheld.

The Company need not reimburse the Trustee for any expense or indemnify it
against any loss or liability incurred by it resulting from its gross negligence
or bad faith.

To secure the Company's payment obligations in this Section 9.7, the Trustee
shall have a senior claim to which the Securities are hereby made subordinate on
all money or property held or collected by the Trustee, except such money or
property held in trust to pay the principal of and interest on the Securities.
The obligations of the Company under this Section 9.7 shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee.

When the Trustee incurs expenses or renders services after an Event of Default
specified in clause (4) or (5) of Section 8.1 occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The provisions of this Section shall
survive the termination of this Indenture.

REPLACEMENT OF TRUSTEE

The Trustee may resign by so notifying the Company. The Holders of a majority in
principal amount of the Securities then outstanding may remove the Trustee by so
notifying the Trustee and may, with the Company's written consent, appoint a
successor Trustee. The Company may remove the Trustee if:

the Trustee fails to comply with Section 9.10;

the Trustee is adjudged a bankrupt or an insolvent;

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

the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
The resignation or removal of a Trustee shall not be effective until a successor
Trustee shall have delivered the written acceptance of its appointment as
described below.

If a successor Trustee does not take office within 45 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of 10% in principal amount of the Securities then outstanding may petition any
court of competent jurisdiction for the appointment of a successor Trustee at
the expense of the Company.

If the Trustee fails to comply with Section 9.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee and be released from its obligations (exclusive of any liabilities that
the retiring Trustee may have incurred while acting as Trustee) hereunder, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.

A successor Trustee shall mail notice of its succession to each Holder.

A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession.


                                       31
<PAGE>
Notwithstanding replacement of the Trustee pursuant to this Section 9.8, the
Company's obligations under Section 9.7 shall continue for the benefit of the
retiring Trustee.

SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust assets (including the administration of
this Indenture) to, another corporation, the resulting, surviving or transferee
corporation, without any further act, shall be the successor Trustee, provided
such transferee corporation shall qualify and be eligible under Section 9.10.
Such successor Trustee shall promptly mail notice of its succession to the
Company and each Holder.

ELIGIBILITY; DISQUALIFICATION

The Trustee shall always satisfy the requirements of paragraphs (1), (2) and (5)
of TIA Section 310(a). The Trustee (or its parent holding company) shall have a
combined capital and surplus of at least $50,000,000. If at any time the Trustee
shall cease to satisfy any such requirements, it shall resign immediately in the
manner and with the effect specified in this Article IX. The Trustee shall be
subject to the provisions of TIA Section 310(b). Nothing herein shall prevent
the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

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

SATISFACTION AND DISCHARGE OF INDENTURE

SATISFACTION AND DISCHARGE OF INDENTURE

This Indenture shall cease to be of further effect (except as to any surviving
rights of conversion, registration of transfer or exchange of Securities herein
expressly provided for and except as further provided below), and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

EITHER

all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.7 and (ii) Securities for whose
payment money has theretofore been deposited in trust and thereafter repaid to
the Company as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

all such Securities not theretofore delivered to the Trustee for cancellation

   have become due and payable, or

   will become due and payable at the Final Maturity Date within one year, or

   are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,


            and the Company, in the case of clause (a), (b) or (c) above, has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee or a Paying Agent (other than the Company or any of its
            Affiliates) as trust funds in trust for the purpose cash in an
            amount sufficient to pay and discharge the entire indebtedness on
            such Securities not theretofore delivered to the Trustee for
            cancellation, for principal and interest to the date of such deposit
            (in the case of Securities which have become due and payable) or to
            the Final Maturity Date or Redemption Date, as the case may be;

THE COMPANY HAS PAID OR CAUSED TO BE PAID ALL OTHER SUMS PAYABLE HEREUNDER BY
THE COMPANY; AND

THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OFFICERS' CERTIFICATE AND AN OPINION
OF COUNSEL, EACH STATING THAT ALL CONDITIONS PRECEDENT HEREIN PROVIDED FOR
RELATING TO THE SATISFACTION AND DISCHARGE OF THIS INDENTURE HAVE BEEN COMPLIED
WITH.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.7 shall survive and,
if money shall have been deposited with the Trustee pursuant to clause (1)(ii)
of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12,
Article IV, the last paragraph of Section 6.2, this Article X, Article XII and
Section 13.5, shall survive until the Securities have been paid in full.

APPLICATION OF TRUST MONEY

Subject to the provisions of Section 10.3, the Trustee or a Paying Agent shall
hold in trust, for the benefit of the Holders, all money deposited with it
pursuant to Section 10.1 and shall apply the deposited money in accordance with
this Indenture and the Securities to the payment of the principal of and
interest on the Securities. Money so held in trust shall not be subject to the
subordination provisions of Article V.


                                       32
<PAGE>
REPAYMENT TO COMPANY

The Trustee and each Paying Agent shall promptly pay to the Company upon request
any excess money (i) deposited with them pursuant to Section 10.1 and (ii) held
by them at any time.

The Trustee and each Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after a right to such money has matured; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such payment, may at the expense of the Company cause to be mailed to each
Holder entitled to such money notice that such money remains unclaimed and that
after a date specified therein, which shall be at least 30 days from the date of
such mailing, any unclaimed balance of such money then remaining will be repaid
to the Company. After payment to the Company, Holders entitled to money must
look to the Company for payment as general creditors.

REINSTATEMENT

If the Trustee or any Paying Agent is unable to apply any money in accordance
with Section 10.2 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, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 10.1 until such time as the Trustee or
such Paying Agent is permitted to apply all such money in accordance with
Section 10.2; provided, however, that if the Company has made any payment of the
principal of or interest on any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive any such payment from the money held by the Trustee
or such Paying Agent.

AMENDMENTS, SUPPLEMENTS AND WAIVERS

WITHOUT CONSENT OF HOLDERS

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

to comply with Sections 4.11 and 7.1;

to cure any ambiguity, defect or inconsistency;

to make any other change that does not adversely effect the rights of any
Securityholder;

to comply with the provisions of the TIA; or

to appoint a successor Trustee.

WITH CONSENT OF HOLDERS

The Company and the Trustee may amend or supplement this Indenture or the
Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder. However, notwithstanding the foregoing but subject to Section
11.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 8.4, may not:

extend the Maturity of the principal of, or interest on, any Security;

reduce the principal amount of, or any premium or interest on, any Security;

reduce the amount of principal payable upon acceleration of the maturity of any
Security;

change the place or currency of payment of principal of, or any premium or
interest on, any Security;

impair the right to institute suit for the enforcement of any payment on, or
with respect to, any Security;

adversely affect the right of Holders to convert Securities other than as
provided in or under Article IV of this Indenture;

reduce the percentage of the aggregate principal amount of the outstanding
Securities whose Holders must consent to a supplement or amendment;

reduce the percentage of the aggregate principal amount of the outstanding
Securities necessary for the waiver of compliance with certain provisions of
this Indenture or the waiver of certain defaults under this Indenture; and

modify any of the provisions of this Section or Section 8.4, except to increase
any such percentage or to provide that certain provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
outstanding Security affected thereby.

It shall not be necessary for the consent of the Holders under this Section 11.2
to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 11.2 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the


                                       33
<PAGE>
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.
An amendment or supplement under this Section 11.2 or under Section 11.1 may not
make any charge that adversely affects the rights under Article V of any holder
of Senior Indebtedness, unless the holders of that issue of Senior Indebtedness,
pursuant to its terms, consent to such change.

COMPLIANCE WITH TRUST INDENTURE ACT

Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as in effect at the date of such amendment or supplement.

REVOCATION AND EFFECT OF CONSENTS

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

After an amendment, supplement or waiver becomes effective, it shall bind every
Securityholder, unless it makes a change described in any of clauses (a) through
(i) of Section 11.2. In that case the amendment, supplement or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security.

NOTATION ON OR EXCHANGE OF SECURITIES

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

TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article XI if the amendment or supplemental indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, in its sole discretion, but need not sign it. In
signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and, subject to Section 9.1, shall be fully
protected in relying upon, an Opinion of Counsel stating that such amendment or
supplemental indenture is authorized or permitted by this Indenture. The Company
may not sign an amendment or supplemental indenture until the Board of Directors
approves it.

REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE IN CONTROL

CHANGE IN CONTROL PUT

In the event that a Change in Control shall occur, each Holder shall have the
right (a "Change in Control Repurchase Right"), at the Holder's option, but
subject to the provisions of this Section 12.1(a), to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's Securities not theretofore called for redemption, or any
portion of the principal amount thereof that is equal to $1,000 or an integral
multiple thereof as directed by such Holder pursuant to Section 12.31(c)
(provided that no single Securities may be repurchased in part unless the
portion of the principal amount of such Securities to be outstanding after such
repurchase is equal to $1,000 or an integral multiple thereof), on the date (the
"Change in Control Repurchase Date") that is the 30th Business Day after the
occurrence of the Change in Control at a purchase price in cash equal to 100% of
the principal amount of the Securities to be repurchased, plus accrued and
unpaid interest (including Liquidated Damages) to, but excluding, the Change in
Control Repurchase Date (the "Change in Control Repurchase Price"), subject to
satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 12.1.

A "Change in Control" shall be deemed to have occurred if any of the following
occurs after the date hereof:

ANY "PERSON" OR "GROUP" (AS SUCH TERMS ARE DEFINED BELOW) IS OR BECOMES THE
"BENEFICIAL OWNER" (AS DEFINED BELOW), DIRECTLY OR INDIRECTLY, OF SHARES OF
VOTING STOCK OF THE COMPANY REPRESENTING MORE THAN 50% OF THE TOTAL VOTING POWER
OF ALL OUTSTANDING CLASSES OF VOTING STOCK OF THE COMPANY (EXCLUDING
ACQUISITIONS OF SUCH SHARES BY THE COMPANY, ITS SUBSIDIARIES OR ANY OF ITS
EMPLOYEE BENEFIT PLANS) OR HAS THE POWER, DIRECTLY OR INDIRECTLY, TO ELECT A
MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY; OR

THE COMPANY CONSOLIDATES WITH, OR MERGES WITH OR INTO, ANOTHER PERSON OR THE
COMPANY SELLS, ASSIGNS, CONVEYS, TRANSFERS, LEASES OR OTHERWISE DISPOSES OF ALL
OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY (DETERMINED ON A CONSOLIDATED
BASIS), OR ANY PERSON CONSOLIDATES WITH, OR MERGES WITH OR INTO, THE COMPANY,


                                       34
<PAGE>
IN ANY SUCH EVENT OTHER THAN PURSUANT TO A TRANSACTION IN WHICH THE PERSONS THAT
"BENEFICIALLY OWNED" (AS DEFINED BELOW), DIRECTLY OR INDIRECTLY, SHARES OF
VOTING STOCK OF THE COMPANY IMMEDIATELY PRIOR TO SUCH TRANSACTION "BENEFICIALLY
OWN" (AS DEFINED BELOW), DIRECTLY OR INDIRECTLY, SHARES OF VOTING STOCK OF THE
COMPANY REPRESENTING AT LEAST A MAJORITY OF THE TOTAL VOTING POWER OF ALL
OUTSTANDING CLASSES OF VOTING STOCK OF THE SURVIVING OR TRANSFEREE PERSON; OR

THERE SHALL OCCUR THE LIQUIDATION OR DISSOLUTION OF THE COMPANY.

Notwithstanding anything to the contrary set forth in this Section 12.1, a
Change in Control will not be deemed to have occurred if either:

         (A) THE CLOSING PRICE (DETERMINED IN ACCORDANCE WITH SECTION 4.6(F)) OF
THE COMMON STOCK FOR ANY FIVE TRADING DAYS WITHIN:

the period of the ten Trading Days immediately after the later of the Change in
Control or the public announcement of the Change in Control, in the case of a
Change in Control resulting solely from a Change in Control under Section
12.1(a)(1); or

the period of the ten Trading Days immediately preceding the Change in Control,
in the case of a Change in Control resulting from a Change in Control under
Section 12.1(a)(2) or (3), is at least equal to 105% of the Conversion Price in
effect on such Trading Day; or

         (B) IN THE CASE OF A MERGER OR CONSOLIDATION, AT LEAST 90% OF THE
CONSIDERATION EXCLUDING CASH PAYMENTS FOR FRACTIONAL SHARES IN THE MERGER OR
CONSOLIDATION CONSTITUTING THE CHANGE IN CONTROL CONSISTS OF COMMON STOCK TRADED
ON A UNITED STATES NATIONAL SECURITIES EXCHANGE OR QUOTED ON THE NNM (OR WHICH
WILL BE SO TRADED OR QUOTED WHEN ISSUED OR EXCHANGED IN CONNECTION WITH SUCH
CHANGE IN CONTROL) AND AS A RESULT OF SUCH TRANSACTION OR TRANSACTIONS THE
SECURITIES BECOME CONVERTIBLE SOLELY INTO SUCH COMMON STOCK AND SUCH OTHER
PERMITTED CONSIDERATION.


       For the purpose of the definition of "Change in Control", (i) "person"
and "group" have the meanings given such terms under Section 13(d) and 14(d) of
the Exchange Act or any successor provision to either of the foregoing, and the
term "group" includes any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of the Company shall be deemed to include, in addition to all outstanding
shares of Voting Stock of the Company and Unissued Shares deemed to be held by
the "person" or "group" (as such terms are defined above) or other Person with
respect to which the Change in Control determination is being made, all Unissued
Shares deemed to be held by all other Persons, and (iii) the terms "beneficially
owned" and "beneficially own" shall have meanings correlative to that of
"beneficial owner". The term "Unissued Shares" means shares of Voting Stock not
outstanding that are subject to options, warrants, rights to purchase or
conversion privileges exercisable within 60 days of the date of determination of
a Change in Control.

Within 10 Business Days after the occurrence of a Change in Control, the Company
shall mail a written notice of the Change in Control to the Trustee (and the
Paying Agent if the Trustee is not then acting as Paying Agent) and to each
Holder (and to beneficial owners as required by applicable law). The notice
shall include the form of a Change in Control Repurchase Notice to be completed
by the Holder and shall state:

THE DATE OF SUCH CHANGE IN CONTROL AND, BRIEFLY, THE EVENTS CAUSING SUCH CHANGE
IN CONTROL;

THE DATE BY WHICH THE CHANGE IN CONTROL REPURCHASE NOTICE PURSUANT TO THIS
SECTION 12.1 MUST BE GIVEN;

THE CHANGE IN CONTROL REPURCHASE DATE;

THE CHANGE IN CONTROL REPURCHASE PRICE;

BRIEFLY, THE CONVERSION RIGHTS OF THE SECURITIES;

THE NAME AND ADDRESS OF EACH PAYING AGENT AND CONVERSION AGENT;

THE CONVERSION PRICE AND ANY ADJUSTMENTS THERETO;

THAT SECURITIES AS TO WHICH A CHANGE IN CONTROL REPURCHASE NOTICE HAS BEEN GIVEN
MAY BE CONVERTED INTO COMMON STOCK PURSUANT TO ARTICLE IV OF THIS INDENTURE ONLY
TO THE EXTENT THAT THE CHANGE IN CONTROL REPURCHASE NOTICE HAS BEEN WITHDRAWN IN
ACCORDANCE WITH THE TERMS OF THIS INDENTURE;

THE PROCEDURES THAT THE HOLDER MUST FOLLOW TO EXERCISE RIGHTS UNDER THIS SECTION
12.1;

THE PROCEDURES FOR WITHDRAWING A CHANGE IN CONTROL REPURCHASE NOTICE, INCLUDING
A FORM OF NOTICE OF WITHDRAWAL; AND

THAT THE HOLDER MUST SATISFY THE REQUIREMENTS SET FORTH IN THE SECURITIES IN
ORDER TO CONVERT THE SECURITIES.

If any of the Securities is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the procedures
of the Depositary applicable to the repurchase of Global Securities.


                                       35
<PAGE>
A Holder may exercise its rights specified in subsection (a) of this Section
12.1 upon delivery of a written notice (which shall be in substantially the form
included in Exhibit A hereto and which may be delivered by letter, overnight
courier, hand delivery, facsimile transmission or in any other written form and,
in the case of Global Securities, may be delivered electronically or by other
means in accordance with the Depositary's customary procedures) of the exercise
of such rights (a "Change in Control Repurchase Notice") to any Paying Agent at
any time prior to the close of business on the Business Day next preceding the
Change in Control Repurchase Date.

The delivery of such Security to any Paying Agent (together with all necessary
endorsements) at the office of such Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Repurchase Price therefor.

The Company shall purchase from the Holder thereof, pursuant to this Section
12.1, a portion of a Security if the principal amount of such portion is $1,000
or an integral multiple of $1,000. Provisions of the Indenture that apply to the
purchase of all of a Security pursuant to Sections 12.1 through 12.6 also apply
to the purchase of such portion of such Security.

Notwithstanding anything herein to the contrary, any Holder delivering to a
Paying Agent the Change in Control Repurchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control
Repurchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Repurchase
Date by delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 12.2.

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

Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Repurchase Notice may be delivered or
withdrawn and such Securities may be surrendered or delivered for purchase in
accordance with the Applicable Procedures as in effect from time to time.

EFFECT OF CHANGE IN CONTROL REPURCHASE NOTICE

Upon receipt by any Paying Agent of the Change in Control Repurchase Notice
specified in Section 12.1(c), the Holder of the Security in respect of which
such Change in Control Repurchase Notice was given shall (unless such Change in
Control Repurchase Notice is withdrawn as specified below) thereafter be
entitled to receive the Change in Control Repurchase Price with respect to such
Security. Such Change in Control Repurchase Price shall be paid to such Holder
promptly following the later of (a) the Change in Control Repurchase Date with
respect to such Security (provided the conditions in Section 12.1(c) have been
satisfied) and (b) the time of delivery of such Security to a Paying Agent by
the Holder thereof in the manner required by Section 12.1(c). Securities in
respect of which a Change in Control Repurchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock on or after the
date of the delivery of such Change in Control Repurchase Notice unless such
Change in Control Repurchase Notice has first been validly withdrawn.

A Change in Control Repurchase Notice may be withdrawn by means of a written
notice (which may be delivered by letter, overnight courier, hand delivery,
facsimile transmission or in any other written form and, in the case of Global
Securities, may be delivered electronically or by other means in accordance with
the Depositary's customary procedures) of withdrawal delivered by the Holder to
a Paying Agent at any time prior to the close of business on the Business Day
immediately preceding the Change in Control Repurchase Date, specifying the
principal amount of the Security or portion thereof (which must be a principal
amount of $1,000 or an integral multiple of $1,000 in excess thereof) with
respect to which such notice of withdrawal is being submitted.

DEPOSIT OF CHANGE IN CONTROL REPURCHASE PRICE

On or before 11:00 a.m., New York City time, on the Change in Control Repurchase
Date, the Company shall deposit with the Trustee or with a Paying Agent (other
than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Change in Control Repurchase Price of all the Securities or
portions thereof that are to be purchased as of such Change in Control
Repurchase Date. The manner in which the deposit required by this Section 12.3
is made by the Company shall be at the option of the Company, provided that such
deposit shall be made in a manner such that the Trustee or a Paying Agent shall
have immediately available funds on the Change in Control Repurchase Date.

If a Paying Agent holds, in accordance with the terms hereof, money sufficient
to pay the Change in Control Repurchase Price of any Security for which a Change
in Control Repurchase Notice has been tendered and not withdrawn in accordance
with this Indenture then, on the Change in Control Repurchase Date, such
Security will cease to be outstanding and the rights of the Holder in respect
thereof shall terminate (other than the right to receive the Change in Control
Repurchase Price as aforesaid). The Company shall publicly announce the
principal amount


                                       36
<PAGE>
of Securities purchased as a result of such Change in Control on or as soon as
practicable after the Change in Control Repurchase Date.

SECURITIES PURCHASED IN PART

Any Security that is to be purchased only in part shall be surrendered at the
office of a Paying Agent and promptly after the Change in Control Repurchase
Date the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Security, without service charge, a new Security or
Securities, of such authorized denomination or denominations as may be requested
by such Holder, in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered that is not
purchased.

COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES

In connection with any offer to purchase or purchase of Securities under Section
12.1, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 (or any
successor to either such Rule), if applicable, under the Exchange Act, (b) file
the related Schedule TO (or any successor or similar schedule, form or report)
if required under the Exchange Act, and (c) otherwise comply with all federal
and state securities laws in connection with such offer to purchase or purchase
of Securities, all so as to permit the rights of the Holders and obligations of
the Company under Sections 12.1 through 12.6 to be exercised in the time and in
the manner specified therein.

REPAYMENT TO THE COMPANY

To the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 12.3 exceeds the aggregate Change in Control Repurchase
Price together with interest (including Liquidated Damages), if any, thereon of
the Securities or portions thereof that the Company is obligated to purchase,
then promptly after the Change in Control Repurchase Date the Trustee or a
Paying Agent, as the case may be, shall return any such excess cash to the
Company.

MISCELLANEOUS

TRUST INDENTURE ACT CONTROLS

If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

NOTICES

Any notice, request or communication shall be given in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows:

If to the Company:

                  Computer Network Technology Corporation
                  6000 Nathan Lane North
                  Plymouth, Minnesota  55442
                  Attention:  Chief Financial Officer

If to the Trustee:

                  U.S. Bank National Association
                  180 East Fifth Street
                  St. Paul, Minnesota  55101
                  Attention:  Corporate Trust Group


Such notices or communications shall be effective when received.

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

Any notice or communication mailed to a Securityholder shall be mailed by
first-class mail to it at its address shown on the register kept by the Primary
Registrar.

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

COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

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


                                       37
<PAGE>
CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

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

AN OFFICERS' CERTIFICATE STATING THAT, IN THE OPINION OF THE SIGNERS, ALL
CONDITIONS PRECEDENT (INCLUDING ANY COVENANTS, COMPLIANCE WITH WHICH CONSTITUTES
A CONDITION PRECEDENT), IF ANY, PROVIDED FOR IN THIS INDENTURE RELATING TO THE
PROPOSED ACTION HAVE BEEN COMPLIED WITH; AND

AN OPINION OF COUNSEL STATING THAT, IN THE OPINION OF SUCH COUNSEL, ALL SUCH
CONDITIONS PRECEDENT (INCLUDING ANY COVENANTS, COMPLIANCE WITH WHICH CONSTITUTES
A CONDITION PRECEDENT) HAVE BEEN COMPLIED WITH.

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

A STATEMENT THAT THE PERSON MAKING SUCH CERTIFICATE OR OPINION HAS READ SUCH
COVENANT OR CONDITION;

A BRIEF STATEMENT AS TO THE NATURE AND SCOPE OF THE EXAMINATION OR INVESTIGATION
UPON WHICH THE STATEMENTS OR OPINIONS CONTAINED IN SUCH CERTIFICATE OR OPINION
ARE BASED;

A STATEMENT THAT, IN THE OPINION OF SUCH PERSON, HE OR SHE HAS MADE SUCH
EXAMINATION OR INVESTIGATION AS IS NECESSARY TO ENABLE HIM OR HER TO EXPRESS AN
INFORMED OPINION AS TO WHETHER OR NOT SUCH COVENANT OR CONDITION HAS BEEN
COMPLIED WITH; AND

A STATEMENT AS TO WHETHER OR NOT, IN THE OPINION OF SUCH PERSON, SUCH CONDITION
OR COVENANT HAS BEEN COMPLIED WITH; PROVIDED, HOWEVER, THAT WITH RESPECT TO
MATTERS OF FACT AN OPINION OF COUNSEL MAY RELY ON AN OFFICERS' CERTIFICATE OR
CERTIFICATES OF PUBLIC OFFICIALS.

RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS

The Company (or, in the event deposits have been made pursuant to Section 10.1,
the Trustee) may set a record date for purposes of determining the identity of
Holders entitled to vote or consent to any action by vote or consent authorized
or permitted under this Indenture, which record date shall not be more than 30
days prior to the date of the commencement of solicitation of such action.
Notwithstanding the provisions of Section 11.4, if a record date is fixed, those
persons who were Holders of Securities at the close of business on such record
date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date.

RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT

The Trustee may make reasonable rules (not inconsistent with the terms of this
Indenture) for action by or at a meeting of Holders. Any Registrar, Paying Agent
or Conversion Agent may make reasonable rules for its functions.

LEGAL HOLIDAYS

A "Legal Holiday" is a Saturday, Sunday or a day on which state or federally
chartered banking institutions in New York, New York and the state in which the
Corporate Trust Office is located are not required to be open. If a payment date
is a Legal Holiday, payment shall be made on the next succeeding day that is not
a Legal Holiday, and no interest shall accrue for the intervening period. If a
Record Date is a Legal Holiday, the Record Date shall not be affected.

GOVERNING LAW

This Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.

NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

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

NO RECOURSE AGAINST OTHERS

All liability described in paragraph 18 of the Securities of any director,
officer, employee or shareholder, as such, of the Company is waived and
released.

SUCCESSORS

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

MULTIPLE COUNTERPARTS

The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.

SEPARABILITY

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


                                       38
<PAGE>
TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.


                                       39
<PAGE>
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the
date and year first above written.
                                    COMPUTER NETWORK TECHNOLOGY CORPORATION


                                    By:  /s/ Gregory T. Barnum
                                         -------------------------------------
                                         Name: Gregory T. Barnum
                                              --------------------------------
                                         Title: CFO
                                               -------------------------------

                                    U.S. BANK NATIONAL ASSOCIATION, as Trustee


                                    By:  /s/ Frank Leslie
                                         ------------------------------------
                                         Name: Frank Leslie
                                              --------------------------------
                                         Title:  Vice President
                                               -------------------------------

                                       40
<PAGE>
[FORM OF FACE OF SECURITY]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF 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. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.](1)

[THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.](2)

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (IV) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.](2)

[THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.]

--------

(1)    This paragraph should be included only if the Security is a Global
       Security.

(2)    These paragraphs to be included only if the Security is a Transfer
       Restricted Security.
<PAGE>
                    COMPUTER NETWORK TECHNOLOGY CORPORATION

CUSIP:  204-925-AB7                                               R-____________

                  3.00% CONVERTIBLE SUBORDINATED NOTES DUE 2007

Computer Network Technology Corporation, a Minnesota corporation (the "Company",
which term shall include any successor corporation under the Indenture referred
to on the reverse hereof), promises to pay to __________________________, or
registered assigns, the principal sum of _____________________________ Dollars
($__________) on February 15, 2007 [or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Securities on the other side of this
Security]. (1)

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

     This Security is convertible as specified on the other side of this
Security. Additional provisions of this Security are set forth on the other side
of this Security.

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

                                    COMPUTER NETWORK TECHNOLOGY CORPORATION

                                    By:  _____________________________________

                                         Name:________________________________

                                         Title:_______________________________
Attest:

By: ________________________________

    Name:___________________________

    Title:__________________________

Dated: _____________________________

Trustee's Certificate of Authentication: This is one of the Securities referred
     to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee


By: ___________________________________
     Authorized Signatory

--------
(1)    This phrase should be included only if the Security is a Global Security.
<PAGE>
                    ______[FORM OF REVERSE SIDE OF SECURITY]

                 ______COMPUTER NETWORK TECHNOLOGY CORPORATION
                 3.00% CONVERTIBLE SUBORDINATED NOTES DUE 2007

      1. Interest

Computer Network Technology Corporation, a Minnesota corporation (the "Company",
which term shall include any successor corporation under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Security at the rate of 3.00% per annum. The Company shall pay interest
semiannually on February 15 and August 15 of each year, commencing August 15,
2002. Interest on the Securities shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from February 20, 2002;
provided, however, that if there is not an existing default in the payment of
interest and if this Security is authenticated between a Record Date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such Interest Payment Date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. Any reference herein to interest
accrued or payable as of any date shall include any Liquidated Damages accrued
or payable on such date as provided in the Registration Rights Agreement.

      2. Method of Payment

The Company shall pay interest on this Security (except defaulted interest) to
the person who is the Holder of this Security at the close of business on
February 1 or August 1, as the case may be, next preceding the related Interest
Payment Date. The Holder must surrender this Security to a Paying Agent to
collect payment of principal. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company may, however, pay principal and
interest in respect of any Certificated Security by check or wire payable in
such money; provided, however, that a Holder with an aggregate principal amount
in excess of $2,000,000 will be paid by wire transfer in immediately available
funds at the election of such Holder. The Company may mail an interest check to
the Holder's registered address. Notwithstanding the foregoing, so long as this
Security is registered in the name of a Depositary or its nominee, all payments
hereon shall be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

      3. Paying Agent, Registrar and Conversion Agent

Initially, U.S. Bank National Association (the "Trustee," which term shall
include any successor trustee under the Indenture hereinafter referred to) will
act as Paying Agent, Registrar and Conversion Agent. The Company may change any
Paying Agent, Registrar or Conversion Agent without notice to the Holder. The
Company or any of its Subsidiaries may, subject to certain limitations set forth
in the Indenture, act as Paying Agent or Registrar.

      4. Indenture, Limitations

This Security is one of a duly authorized issue of Securities of the Company
designated as its 3.00% Convertible Subordinated Notes due 2007 (the
"Securities"), issued under an Indenture dated as of February 20, 2002 (together
with any supplemental indentures thereto, the "Indenture"), between the Company
and the Trustee. The terms of this Security include those stated in the
Indenture and those required by or made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect on the date of the
Indenture. This Security is subject to all such terms, and the Holder of this
Security is referred to the Indenture and said Act for a statement of them. The
Securities are subordinated unsecured obligations of the Company limited to
$150,000,000 aggregate principal amount, subject to Section 2.2 of the
Indenture. The Indenture does not limit other debt of the Company, secured or
unsecured, including Senior Indebtedness.

      5. Provisional Redemption

The Securities may be redeemed on at least 20 days and no more than 60 days
notice, in whole or in part, at the election of the Company, at a redemption
price equal to 100% of the principal amount thereof plus the "Make-Whole
Payment" described below (the "Redemption Price") if (a) the Closing Price of
the Common Stock has exceeded 175% of the Conversion Price for at least 20
Trading Days within a period of any 30 consecutive Trading Days ending on the
Trading Day prior to the date of mailing of the notice of provisional redemption
(the "Notice Date"), and (b) a shelf registration statement covering resales of
the Securities and the Common Stock issuable


                                       41
<PAGE>
upon conversion thereof is effective and available for use and is expected to
remain effective and available for use until the Redemption Date unless
registration is no longer required. Upon any such redemption, the Company shall
pay an amount in cash (the "Make-Whole Payment") with respect to the Securities
called for redemption to holders on the Notice Date in an amount equal to the
aggregate amount of interest that would have been payable on such Securities
from the last day through which interest was paid on the Securities (or February
20, 2002, if no interest has been paid) to the Maturity Date. If the Redemption
Date is an Interest Payment Date, interest will be payable to the Holders in
whose names the Securities are registered at the close of business on the
relevant record dates.

      6. Notice of Redemption

Notice of redemption will be mailed by first-class mail at least 20 days but not
more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at its registered address. Securities in denominations larger than
$1,000 may be redeemed in part, but only in whole multiples of $1,000. On and
after the Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued interest, if any, accrued
to, but excluding, the Redemption Date, interest shall cease to accrue on
Securities or portions of them called for redemption.

      7. Purchase of Securities at Option of Holder Upon a Change in Control

Subject to the terms and conditions of the Indenture and at the option of the
Holder, following the occurrence of a Change in Control, the Company shall
become obligated to purchase all of such Holder's Securities, or any portion of
the principal amount thereof that is equal to any integral multiple of $1,000,
on the date that is the 30th Business Day after the occurrence of a Change in
Control at a repurchase price equal to 100% of the principal amount of the
Securities to be repurchased, plus accrued and unpaid interest to, but
excluding, the Change in Control Repurchase Date. The Holder shall have the
right to withdraw any Change in Control Purchase Notice (in whole or in a
portion thereof that is $1,000 or an integral multiple of $1,000 in excess
thereof) at any time prior to the close of business on the Business Day next
preceding the Change in Control Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.

      8. Conversion

Subject to compliance with the provisions of the Indenture, a Holder of a
Security may convert the principal amount of such Security (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into shares of Common Stock at the Conversion Price in effect at the time of
conversion under certain circumstances described in the Indenture; provided,
however, that if the Security is called for redemption pursuant to Article III
of the Indenture or upon a Change in Control, the conversion right will
terminate at the close of business on the Business Day immediately preceding the
redemption date or the Change in Control Repurchase Date, as the case may be,
for such Security or such earlier date as the Holder presents such Security for
redemption or purchase (unless the Company shall default in making the
redemption payment or Change in Control Repurchase Price, as the case may be,
when due, in which case the conversion right shall terminate at the close of
business on the date such default is cured and such Security is redeemed or
purchased).

A Security in respect of which a Holder has delivered a Change in Control
Repurchase Notice exercising the option of such Holder to require the Company to
repurchase such Security may be converted only if such notice of exercise is
withdrawn in accordance with the terms of the Indenture.

The initial Conversion Price is $19.17 per share, subject to adjustment under
certain circumstances. The number of shares of Common Stock issuable upon
conversion of a Security is determined by dividing the principal amount of the
Security or portion thereof converted by the Conversion Price in effect on the
Conversion Date. No fractional shares will be issued upon conversion; in lieu
thereof, an amount will be paid in cash based upon the closing price (as defined
in the Indenture) of the Common Stock on the Trading Day immediately prior to
the Conversion Date.

To convert a Security, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Security to a Conversion Agent, (c) furnish appropriate
endorsements and transfer documents if required by a Registrar or a Conversion
Agent, and (d) pay any transfer or similar tax, if required. Securities so
surrendered for conversion (in whole or in part) during the period from the
close of business on any Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption or upon a Change in Control on a Redemption Date or Change
in Control Repurchase Date, as the case may be, during the period beginning at
the close of business on a Record Date and ending at the opening of business on
the first Business Day after the next succeeding Interest Payment Date, or if
such Interest Payment Date is not a Business Day, the second such Business Day)
shall also be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such


                                       42
<PAGE>
Interest Payment Date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company. If
the Company defaults in the payment of interest payable on such Interest Payment
Date, the Company shall promptly repay such funds to such Holder. A Holder may
convert a portion of a Security equal to $1,000 or any integral multiple
thereof.

A Security in respect of which a Holder had delivered a Change in Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Security may be converted only if the Change in Control Purchase
Notice is withdrawn in accordance with the terms of the Indenture.

      9. Conversion Arrangement on Call for Redemption

Any Securities called for redemption, unless surrendered for conversion before
the close of business on the Business Day immediately preceding the Redemption
Date, may be deemed to be purchased from the Holders of such Securities at an
amount not less than the Redemption Price, together with accrued interest, if
any, to, but not including, the Redemption Date, by one or more investment
bankers or other purchasers who may agree with the Company to purchase such
Securities from the Holders, to convert them into Common Stock of the Company
and to make payment for such Securities to the Paying Agent in trust for such
Holders.

The indebtedness evidenced by the Securities is, to the extent and in the manner
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full in cash of all Senior Indebtedness. Any Holder by
accepting this Security agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordinated provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

      10. SUBORDINATION

      The indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full in cash of all Senior Indebtedness. Any Holder by
accepting this Security agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

      11. Denominations, Transfer, Exchange

The Securities are in registered form without coupons in denominations of $1,000
and integral multiples of $1,000. A Holder may register the transfer of or
exchange Securities 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 or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

      12. Persons Deemed Owners

The Holder of a Security may be treated as the owner of it for all purposes.

      13. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
written request. After that, Holders entitled to money must look to the Company
for payment.

      14. Amendment, Supplement and Waiver

Subject to certain exceptions, the Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Securities then outstanding, and an existing default or Event of
Default and its consequence or compliance with any provision of the Indenture or
the Securities may be waived in a particular instance with the consent of the
Holders of a majority in principal amount of the Securities then outstanding.
Without the consent of or notice to any Holder, the Company and the Trustee may
amend or supplement the Indenture or the Securities to, among other things, cure
any ambiguity, defect or inconsistency or make any other change that does not
adversely affect the rights of any Holder.


                                       43
<PAGE>
      15. Successor Corporation

When a successor corporation assumes all the obligations of its predecessor
under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation will (except in certain
circumstances specified in the Indenture) be released from those obligations.

      16. Defaults and Remedies

Under the Indenture, an Event of Default includes: (i) default for 30 days in
payment of any interest on any Securities; (ii) default in payment of any
principal (including, without limitation, any premium, if any) on the Securities
when due; (iii) failure by the Company for 60 days after notice to it to comply
with any of its other agreements contained in the Indenture or the Securities;
and (iv) certain events of bankruptcy, insolvency or reorganization of the
Company. If an Event of Default (other than as a result of certain events of
bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities then outstanding may declare all unpaid principal to the date of
acceleration on the Securities then outstanding to be due and payable
immediately, all as and to the extent provided in the Indenture. If an Event of
Default occurs as a result of certain events of bankruptcy, insolvency or
reorganization of the Company, unpaid principal of the Securities then
outstanding shall become due and payable immediately without any declaration or
other act on the part of the Trustee or any Holder, all as and to the extent
provided in the Indenture. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. The Company is required to file
periodic reports with the Trustee as to the absence of default.

     17. Trustee Dealings with the Company

U.S. Bank National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

      18. No Recourse Against Others

A director, officer, employee or shareholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Security by accepting this
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of this Security.

      19. Authentication

This Security shall not be valid until the Trustee or an authenticating agent
manually signs the certificate of authentication on the other side of this
Security.

      20. Abbreviations and Definitions

Customary abbreviations may be used in the name of the Holder 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 UGMA (= Uniform Gifts to Minors Act). All terms
defined in the Indenture and used in this Security but not specifically defined
herein are defined in the Indenture and are used herein as so defined.

      21. Indenture to Control; Governing Law

In the case of any conflict between the provisions of this Security and the
Indenture, the provisions of the Indenture shall control. This Security shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of law.

The Company will furnish to any Holder, upon written request and without charge,
a copy of the Indenture. Requests may be made to: Computer Network Technology
Corporation, 6000 Nathan Lane North, Plymouth, Minnesota 55442, Attention: Chief
Financial Officer.
<PAGE>
                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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





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

and irrevocably appoint                                agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him or her.


                                         Your Signature:


Date:
                                         (Sign exactly as your name appears on
                                         the other side of this Security)

*Signature guaranteed by:


By:

---------

*    The signature must be guaranteed by an institution which is a member of one
     of the following recognized signature guaranty programs: (i) the Securities
     Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
     Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
     or (iv) such other guaranty program acceptable to the Trustee.
<PAGE>
                               CONVERSION NOTICE

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

To convert only part of this Security, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $____________.

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

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





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


                                         Your Signature:


Date:
                                         (Sign exactly as your name appears on
                                         the other side of this Security)

*Signature guaranteed by:


By:

----------

*    The signature must be guaranteed by an institution which is a member of one
     of the following recognized signature guaranty programs: (i) the Securities
     Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
     Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
     or (iv) such other guaranty program acceptable to the Trustee.
<PAGE>
    OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL OR ON SPECIFIC DATES

      To:   Computer Network Technology Corporation

The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Computer Network Technology Corporation
(the "Company") as to the occurrence of a Change in Control with respect to the
Company and requests and instructs the Company to redeem the entire principal
amount of this Security, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Security at the Change in Control Purchase Price,
together with accrued interest to, but excluding, such date, to the registered
Holder hereof.

Date:



                                             Signature(s)

                                             Signature(s) must be guaranteed by
                                             a qualified guarantor institution
                                             with membership in an approved
                                             signature guarantee program
                                             pursuant to Rule 17Ad-15 under the
                                             Securities Exchange Act of 1934.

                                             Signature Guaranty


Principal amount to be redeemed (in an
integral multiple of $1,000, if less
than all):


Notice: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.
<PAGE>
SCHEDULE OF EXCHANGES OF NOTES (1)

The following exchanges, redemptions, repurchases or conversions of a part of
this global Security have been made:

<TABLE>
<CAPTION>
 PRINCIPAL AMOUNT
 OF THIS GLOBAL
 SECURITY                                 AMOUNT OF           AMOUNT OF
 FOLLOWING SUCH       AUTHORIZED          DECREASE IN         INCREASE IN
 DECREASE DATE OF     SIGNATORY OF        PRINCIPAL AMOUNT    PRINCIPAL AMOUNT
 EXCHANGE (OR         SECURITIES          OF THIS GLOBAL      OF THIS GLOBAL
 INCREASE)            CUSTODIAN           SECURITY            SECURITY
------------------    ------------        ----------------    ----------------
<S>                   <C>                 <C>                 <C>

--------

(1)    This schedule should be included only if the Security is a Global Security.

</TABLE>
<PAGE>
           CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                 OF TRANSFER OF TRANSFER RESTRICTED SECURITIES (1)

      Re:   3.00% Convertible Subordinated Notes due 2007 (the "Securities") of
            Computer Network Technology Corporation

This certificate relates to $_______ principal amount of Securities owned in
(check applicable box)

/ /     book-entry or
/ /     definitive form by ____________________ (the "Transferor").

The Transferor has requested a Registrar or the Trustee to exchange or register
the transfer of such Securities.
In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.6 of the
Indenture dated as of February 20, 2002 between Computer Network Technology
Corporation and U.S. Bank National Association (the "Indenture"), and the
transfer of such Security is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
(check applicable box) or the transfer or exchange, as the case may be, of such
Security does not require registration under the Securities Act because (check
applicable box):

/ / Such Security is being transferred pursuant to an effective registration
statement under the Securities Act.

/ / Such Security is being acquired for the Transferor's own account, without
transfer.

/ / Such Security is being transferred to the Company or a Subsidiary (as
defined in the Indenture) of the Company.

/ / Such Security is being transferred to a person the Transferor reasonably
believes is a "qualified institutional buyer" (as defined in Rule 144A or any
successor provision thereto ("Rule 144A") under the Securities Act) that is
purchasing for its own account or for the account of a "qualified institutional
buyer", in each case to whom notice has been given that the transfer is being
made in reliance on such Rule 144A, and in each case in reliance on Rule 144A.

/ / Such Security is being transferred pursuant to and in compliance with an
exemption from the registration requirements under the Securities Act in
accordance with Rule 144 (or any successor thereto) ("Rule 144") under the
Securities Act.

The Transferor acknowledges and agrees that, if the transferee will hold any
such Securities in the form of beneficial interests in a global Security which
is a "restricted security" within the meaning of Rule 144 under the Securities
Act, then such transfer can only be made pursuant to Rule 144A under the
Securities Act and such transferee must be a "qualified institutional buyer" (as
defined in Rule 144A).

Date:
                                         (Insert Name of Transferor)


----------

(1)  This certificate should only be included if this Security is a Transfer
     Restricted Security.