<PAGE>
                                                                     Exhibit 4.3

                             SKECHERS U.S.A., INC.,
                                    AS ISSUER


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE







                                    INDENTURE


                            DATED AS OF APRIL 9, 2002








                  4.50% CONVERTIBLE SUBORDINATED NOTES DUE 2007




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                                TABLE OF CONTENTS
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ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................1

        SECTION 1.1     Definitions.........................................................1

        SECTION 1.2     Compliance Certificates and Opinions...............................12

        SECTION 1.3     Form of Documents Delivered to the Trustee.........................12

        SECTION 1.4     Acts of Holders of Securities......................................13

        SECTION 1.5     Notices, Etc., to Trustee and Company..............................15

        SECTION 1.6     Notice to Holders of Securities; Waiver............................15

        SECTION 1.7     Effect of Headings and Table of Contents...........................16

        SECTION 1.8     Successors and Assigns.............................................16

        SECTION 1.9     Separability Clause................................................16

        SECTION 1.10    Benefits of Indenture..............................................16

        SECTION 1.11    Governing Law......................................................16

        SECTION 1.12    Legal Holidays.....................................................16

        SECTION 1.13    Conflict with Trust Indenture Act..................................17

        SECTION 1.14    Counterparts.......................................................17

ARTICLE TWO  THE SECURITIES................................................................17

        SECTION 2.1     Form Generally.....................................................17

        SECTION 2.2     Title and Terms....................................................18

        SECTION 2.3     Denominations......................................................18

        SECTION 2.4     Execution, Authentication, Delivery and Dating.....................19

        SECTION 2.5     Global Securities; Temporary Securities............................19

        SECTION 2.6     Registration, Registration of Transfer and Exchange;
                        Restrictions on Transfer...........................................21

        SECTION 2.7     Mutilated, Destroyed, Lost or Stolen Securities....................23

        SECTION 2.8     Payment of Interest; Interest Rights Preserved.....................24

        SECTION 2.9     Persons Deemed Owners..............................................25

        SECTION 2.10    Cancellation.......................................................25

        SECTION 2.11    Computation of Interest............................................25
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        SECTION 2.12    CUSIP Numbers......................................................26

ARTICLE THREE  SATISFACTION AND DISCHARGE..................................................26

        SECTION 3.1     Satisfaction and Discharge of Indenture............................26

        SECTION 3.2     Application of Trust Money.........................................27

ARTICLE FOUR  REMEDIES ....................................................................28

        SECTION 4.1     Events of Default..................................................28

        SECTION 4.2     Acceleration of Maturity; Rescission and Annulment.................29

        SECTION 4.3     Collection of Indebtedness and Suits for Enforcement by
                        Trustee............................................................30

        SECTION 4.4     Trustee May File Proofs of Claim...................................31

        SECTION 4.5     Trustee May Enforce Claims without Possession of Securities........32

        SECTION 4.6     Application of Money Collected.....................................32

        SECTION 4.7     Limitation on Suits................................................32

        SECTION 4.8     Unconditional Right of Holders to Receive Principal, Premium
                        and Interest and to Convert........................................33

        SECTION 4.9     Restoration of Rights and Remedies.................................33

        SECTION 4.10    Rights and Remedies Cumulative.....................................33

        SECTION 4.11    Delay or Omission Not Waiver.......................................34

        SECTION 4.12    Control by Holders of Securities...................................34

        SECTION 4.13    Waiver of Past Defaults............................................34

        SECTION 4.14    Undertaking for Costs..............................................34

        SECTION 4.15    Waiver of Stay, Usury or Extension Laws............................35

ARTICLE FIVE  THE TRUSTEE..................................................................35

        SECTION 5.1     Certain Duties and Responsibilities................................35

        SECTION 5.2     Notice of Defaults.................................................36

        SECTION 5.3     Certain Rights of Trustee..........................................36

        SECTION 5.4     Not Responsible for Recitals or Issuance of Securities.............37

        SECTION 5.5     May Hold Securities, Act as Trustee under Other Indentures.........37

        SECTION 5.6     Money Held in Trust................................................38

        SECTION 5.7     Compensation and Reimbursement.....................................38

        SECTION 5.8     Corporate Trustee Required; Eligibility............................39
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        SECTION 5.9     Resignation and Removal; Appointment of Successor..................39

        SECTION 5.10    Acceptance of Appointment by Successor.............................40

        SECTION 5.11    Merger, Conversion, Consolidation or Succession to Business........40

        SECTION 5.12    Authenticating Agents..............................................41

        SECTION 5.13    Disqualification; Conflicting Interests............................42

        SECTION 5.14    Preferential Collection of Claims Against Company..................42

ARTICLE SIX  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..........................42

        SECTION 6.1     Company May Consolidate, Etc., Only on Certain Terms...............42

        SECTION 6.2     Successor Substituted..............................................43

ARTICLE SEVEN  SUPPLEMENTAL INDENTURES.....................................................43

        SECTION 7.1     Supplemental Indentures without Consent of Holders of
                        Securities.........................................................43

        SECTION 7.2     Supplemental Indentures with Consent of Holders of Securities......44

        SECTION 7.3     Execution of Supplemental Indentures...............................46

        SECTION 7.4     Effect of Supplemental Indentures..................................46

        SECTION 7.5     Reference in Securities to Supplemental Indentures.................46

        SECTION 7.6     Notice of Supplemental Indentures..................................46

ARTICLE EIGHT  COVENANTS...................................................................46

        SECTION 8.1     Payment of Principal, Premium and Interest.........................46

        SECTION 8.2     Maintenance of Offices or Agencies.................................47

        SECTION 8.3     Money for Security Payments to Be Held in Trust....................47

        SECTION 8.4     Existence..........................................................48

        SECTION 8.5     Statement by Officers as to Default................................49

        SECTION 8.6     Delivery of Certain Information....................................49

ARTICLE NINE  REDEMPTION OF SECURITIES.....................................................49

        SECTION 9.1     Right of Redemption................................................49

        SECTION 9.2     Applicability of Article...........................................50

        SECTION 9.3     Election to Redeem; Notice to Trustee..............................50

        SECTION 9.4     Selection by Trustee of Securities to Be Redeemed..................50
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        SECTION 9.5     Notice of Redemption...............................................50

        SECTION 9.6     Deposit of Redemption Price........................................51

        SECTION 9.7     Securities Payable on Redemption Date..............................51

        SECTION 9.8     Securities Redeemed in Part........................................52

        SECTION 9.9     Conversion Arrangement on Call for Redemption......................52

ARTICLE TEN  CONVERSION OF SECURITIES......................................................53

        SECTION 10.1    Conversion Privilege and Conversion Rate...........................53

        SECTION 10.2    Exercise of Conversion Privilege...................................53

        SECTION 10.3    Fractions of Shares................................................55

        SECTION 10.4    Adjustment of Conversion Rate......................................55

        SECTION 10.5    Notice of Adjustments of Conversion Rate...........................60

        SECTION 10.6    Notice of Certain Corporate Action.................................60

        SECTION 10.7    Company to Reserve Common Stock....................................61

        SECTION 10.8    Taxes on Conversions...............................................61

        SECTION 10.9    Covenant as to Common Stock........................................62

        SECTION 10.10   Cancellation of Converted Securities...............................62

        SECTION 10.11   Provision in Case of Consolidation, Merger or Sale of Assets.......62

        SECTION 10.12   Responsibility of Trustee for Conversion Provisions................63

ARTICLE ELEVEN  SUBORDINATION OF SECURITIES................................................63

        SECTION 11.1    Securities Subordinate to Senior Debt..............................63

        SECTION 11.2    No Payments in Certain Circumstances; Payment Over of Proceeds
                        Upon Dissolution, Etc..............................................64

        SECTION 11.3    Trustee to Effectuate Subordination................................65

        SECTION 11.4    No Waiver of Subordination Provisions..............................66

        SECTION 11.5    Notice to Trustee..................................................66

        SECTION 11.6    Reliance on Judicial Order or Certificate of Liquidating Agent.....67

        SECTION 11.7    Trustee Not Fiduciary for Holders of Senior Debt...................67

        SECTION 11.8    Reliance by Holders of Senior Debt on Subordination Provisions.....67

        SECTION 11.9    Rights of Trustee as Holder of Senior Debt; Preservation of
                        Trustee's Rights...................................................68
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        SECTION 11.10   Article Applicable to Paying Agents................................68

        SECTION 11.11   Certain Conversions and Repurchases Deemed Payment.................68

ARTICLE TWELVE REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A
        CHANGE IN CONTROL..................................................................69

        SECTION 12.1    Right to Require Repurchase........................................69

        SECTION 12.2    Conditions to the Company's Election to Pay the Repurchase
                        Price in Common Stock..............................................70

        SECTION 12.3    Notices; Method of Exercising Repurchase Right, Etc................70

ARTICLE THIRTEEN  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE...........73

        SECTION 13.1    Company to Furnish Trustee Names and Addresses of Holders..........73

        SECTION 13.2    Preservation of Information........................................73

        SECTION 13.3    No Recourse Against Others.........................................74

        SECTION 13.4    Reports by Trustee.................................................74

        SECTION 13.5    Reports by Company.................................................74
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                                       -v-

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        INDENTURE, dated as of April 9, 2002, between Skechers U.S.A., Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
having its principal office at 228 Manhattan Beach Boulevard, Manhattan Beach,
California 90266 (herein called the "COMPANY"), and Wells Fargo Bank, National
Association, as Trustee hereunder (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

        The Company has duly authorized the creation of an issue of its 4.50%
Convertible Subordinated Notes due 2007 (herein called the "SECURITIES"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1 DEFINITIONS.

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

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

            (b) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States; and

            (c) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.


<PAGE>


            "ACT," when used with respect to any Holder of a Security, has the
meaning specified in Section 1.4.

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct 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.

            "AGGREGATE CURRENT MARKET PRICE" has the meaning specified in
Section 10.4(e).

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

            "AUTHENTICATING AGENT" means any Person authorized pursuant to
Section 5.12 to act on behalf of the Trustee to authenticate Securities.

            "AVERAGE SALES PRICE PER SHARE" means, with respect to the Common
Stock of the Company, for any day, (1) the average of the high and low sales
price per share regular way on a national securities exchange or, (2) if the
Common Stock is not listed on a national securities exchange, the average of the
high and low sales price per share regular way on The Nasdaq Stock Market, or
(3) if the Common Stock is not quoted on The Nasdaq Stock Market or listed or
admitted to trading on any national securities exchange, the average of the high
and low sales prices in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by the Company for that
purpose.

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

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

            "BUSINESS DAY," when used with respect to any Place of Payment,
Place of Conversion or any other place, as the case may be, means each Monday,
Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in such Place of Payment, Place of Conversion or other place, as
the case may be, are authorized or obligated by law or executive order to close;
provided, however, that a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close shall not be
a Business Day for purposes of Section 9.6 or Section 10.4.

            "CASH EQUIVALENTS" means (1) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities


                                      -2-
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of not more than six months from the date of acquisition, (2) certificates of
deposit and eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any domestic commercial
bank having capital and surplus in excess of $500 million and a Thompson Bank
Watch Rating of "B" or better, (3) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clause
(1) above entered into with any financial institution meeting the qualifications
specified in clause (2) above, (4) commercial paper having the highest rating
obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings
Services and in each case maturing within six months after the date of
acquisition and (5) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (1)-(4) of this
definition.

            "CHANGE IN CONTROL" means the occurrence at any time, after the
original issuance of the Securities, of any of the following events:

            (1) the acquisition by any Person (including any syndicated group
        that would be deemed to be a "person" under Section 13(d)(3) of the
        Exchange Act) of beneficial ownership, directly or indirectly, through a
        purchase, merger or other acquisition transaction or series of
        transactions, of shares of capital stock of the Company entitling such
        Person to exercise more than 50% of the total voting power of all shares
        of capital stock of the Company entitled to vote generally in the
        elections of directors, other than any such acquisition by the Company,
        any Subsidiary, or any employee benefit plan of the Company, Robert
        Greenberg or a Related Party; or

            (2) any Person shall succeed in having sufficient of its nominees
        (who are not supported by a majority of the then current Board of
        Directors of the Company) elected to the Board of Directors of the
        Company such that such nominees, when added to any existing directors
        remaining on the Board of Directors of the Company after such election
        who are Affiliates of or acting in concert with any such Person, shall
        constitute a majority of the Board of Directors of the Company; or

            (3) any consolidation or merger of the Company with or into any
        other Person, or any merger of another Person with or into the Company
        (other than (A) a merger (i) that does not result in any
        reclassification, conversion, exchange or cancellation of outstanding
        shares of the Company's capital stock and (ii) pursuant to which holders
        of Common Stock immediately prior to such transaction have, directly or
        indirectly, 50% or more of the total voting power of all shares of
        capital stock or other ownership interests entitled to vote generally in
        the election of directors of the continuing or surviving Person
        immediately after such transaction and (B) any merger that is effected
        solely to change the jurisdiction of incorporation of the Company and
        results in a reclassification, conversion or exchange of outstanding
        shares of Common Stock solely into shares of common stock of the Company
        or another Person); or

            (4) any conveyance, transfer, sale, lease or other disposition of
        all or substantially all of the Company's assets to another Person;


                                      -3-
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provided, however, that a Change in Control shall not be deemed to have occurred
if the Average Sales Price Per Share on any five Trading Days within (A) the
period of 10 consecutive Trading Days ending immediately after the later of the
date of the Change in Control or the date of the public announcement of the
Change in Control (in the case of a Change in Control under clause (1) above but
not clause (2) or (3) above) or (B) the period of 10 consecutive Trading Days
ending immediately prior to the date of the Change in Control (in the case of a
Change in Control under clause (2) or (3) above) shall, in either case, equal or
exceed 105% of the Conversion Price of the Securities in effect on each such
Trading Day. For the purposes of this definition, "beneficial owner," has the
meaning attributed to it in Rules 13d-3 under the Exchange Act, whether or not
applicable.

            For the purposes of this definition, "Related Party" means (1) any
parent, spouse, sibling or descendent of (a) Robert Greenberg, (b) M. Susan
Greenberg or (c) any of Robert Greenberg's children or grandchildren
(collectively, "Immediate Family") or (2) any trust, corporation, partnership,
estate or other entity of which the beneficiaries, stockholders, partners or
owners holding a 75% or greater interest consist of Robert Greenberg and/or
members of his Immediate Family; provided that, in the case of clause (2), any
interest holder other than Robert Greenberg or any member of his Immediate
Family shall not be deemed a Related Party.

            "CODE" has the meaning specified in Section 2.1.

            "COMBINED CASH AND TENDER AMOUNT" has the meaning specified in
Section 10.4(e).

            "COMBINED TENDER AND CASH AMOUNT" has the meaning specified in
Section 10.4(f).

            "COMMISSION" means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

            "COMMON STOCK" means the shares of the class designated as Class A
common stock, par value $0.001 per share, of the Company at the date of this
Indenture or as such stock may be reconstituted from time to time. Subject to
the provisions of Section 10.11, shares issuable on conversion or repurchase of
Securities shall include only shares of Common Stock or shares of any class or
classes of common stock resulting from any reclassification or reclassifications
thereof; provided, however, that if at any time there shall be more than one
such resulting class, the shares so issuable on conversion of Securities shall
include shares of all such classes, and the shares of each such class then so
issuable shall be substantially in the proportion that 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 Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

            "COMPANY NOTICE" has the meaning specified in Section 12.3(a).


                                      -4-
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            "COMPANY REQUEST" or "COMPANY ORDER" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President or a Vice
President, and by its principal financial officer, Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

            "COMPLETION DATE" has the meaning specified in Section 10.4(f).

            "CONSTITUENT PERSON" has the meaning specified in Section 10.11.

            "CONVERSION AGENT" means any Person authorized by the Company to
convert Securities in accordance with Article Ten. The Company has initially
appointed the Trustee as its Conversion Agent.

            "CONVERSION PRICE" means the amount equal to U.S. $1,000 divided by
the Conversion Rate.

            "CONVERSION RATE" has the meaning specified in Section 10.1.

            "CONVERSION SHARES" has the meaning specified in Section 10.4(m).

            "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered (which at the date of this Indenture is located at Wells Fargo
Corporate Trust Services, E2818-176 MAC, 707 Wilshire Blvd., 17th Floor, Los
Angeles, California 90017, Attn: Robert Schneider (Skechers U.S.A., Inc.)).

            "CORPORATION" means a corporation, company, association, joint-stock
company or business trust.

            "CREDIT FACILITY" means that certain Amended and Restated Loan and
Security Agreement, dated as of September 4, 1998, as amended, supplemented or
restated from time to time, between the Company and The CIT Group/Commercial
Services, Inc., as successor agent and lender.

            "DEFAULTED INTEREST" has the meaning specified in Section 2.8.

            "DEPOSITARY" means, with respect to any Registered Securities, a
clearing agency that is registered as such under the Exchange Act and is
designated by the Company to act as Depositary for such Registered Securities
(or any successor securities clearing agency so registered).

            "DESIGNATED SENIOR DEBT" means (i) any indebtedness outstanding
under the Credit Facility, and (2) the Company's obligations under any
particular Senior Debt in which the instrument creating or evidencing the same,
or the assumption or guarantee thereof, or related agreements or documents to
which the Company is a party, expressly provides that such indebtedness shall be
"Designated Senior Debt" for purposes of this Indenture (provided that


                                      -5-
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such instrument, agreement or other document may place limitations and
conditions on the right of such Senior Debt to exercise the rights of Designated
Senior Debt).

            "DISTRIBUTION DATE" has the meaning specified in Section 10.4(m).

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

            "DTC" means The Depository Trust Company, a New York corporation.

            "EVENT OF DEFAULT" has the meaning specified in Section 4.1.

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

            "GLOBAL SECURITY" means a Registered Security that is registered in
the Security Register in the name of a Depositary or a nominee thereof.

            "HOLDER" means the Person in whose name the Security is registered
in the Security Register.

            "INDENTURE" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

            "INITIAL PURCHASER" means CIBC World Markets Corp.

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

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

            "MATURITY," when used with respect to any Security, means the date
on which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, exercise of the repurchase right set forth in
Article Twelve or otherwise.

            "MEMBER" means any member of, or participant in, the Depositary.

            "NON-ELECTING SHARE" has the meaning specified in Section 10.11.

            "NOTICE OF DEFAULT" has the meaning specified in Section 4.1.

            "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President and


                                      -6-
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by the principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

            "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for or employed by the Company and who shall be acceptable to the
Trustee.

            "OUTSTANDING," when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

            (1) Securities theretofore cancelled by the Trustee or delivered to
        the Trustee for cancellation;

            (2) Securities for the payment or redemption of which money in the
        necessary amount has been theretofore deposited with the Trustee or any
        Paying Agent (if other than the Company) in trust or set aside and
        segregated in trust by the Company (if the Company shall act as its own
        Paying Agent) for the Holders of such Securities (provided that, if such
        Securities are to be redeemed, notice of such redemption has been duly
        given pursuant to this Indenture or provision therefor satisfactory to
        the Trustee has been made); and

            (3) Securities that have been paid pursuant to Section 2.7 or in
        exchange for or in lieu of which other Securities have been
        authenticated and delivered pursuant to this Indenture, other than any
        such Securities in respect of which there shall have been presented to
        the Trustee proof satisfactory to it that such Securities are held by a
        bona fide purchaser in whose hands such Securities are valid obligations
        of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such determination as to the presence of a quorum or upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities that a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.

            "PAYING AGENT" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company and, except
as otherwise specifically set forth herein, such term shall include the Company
if it shall act as its own Paying Agent. The Company has initially appointed the
Trustee as its Paying Agent.

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


                                      -7-
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            "PLACE OF CONVERSION" has the meaning specified in Section 2.2.

            "PLACE OF PAYMENT" has the meaning specified in Section 2.2.

            "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.7 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of April
4, 2002, between the Company and the Initial Purchaser, as such agreement may be
amended from time to time.

            "PURCHASED SHARES" has the meaning specified in Section 10.4(f).

            "PURCHASERS" has the meaning specified in Section 9.9.

            "RECORD DATE" means any Regular Record Date or Special Record Date.

            "RECORD DATE PERIOD" means the period from the close of business of
any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date.

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

            "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

            "REGISTERED SECURITIES" has the meaning specified in Section 2.1.

            "REGISTRABLE SECURITIES" has the meaning specified in the
Registration Rights Agreement.

            "REGISTRATION DEFAULT" has the meaning specified in the Registration
Rights Agreement.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated the date hereof, by and among the Company and the Initial
Purchaser.

            "REGULAR RECORD DATE" for interest payable in respect of any
Registered Security on any Interest Payment Date means the April 1 and the
October 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.

            "REPRESENTATIVE" means (1) the indenture trustee or other trustee,
agent or representative for any Designated Senior Debt or (2) with respect to
Designated Senior Debt that does not have any such trustee, agent or other
representative, (A) in the case of such Designated


                                      -8-
<PAGE>

Senior Debt issued pursuant to an agreement providing for voting arrangements as
among the holders or owners of such Designated Senior Debt, any holder or owner
of such Designated Senior Debt acting with the consent of the required Persons
necessary to bind such holders or owners of such Designated Senior Debt and (B)
in the case of all other such Designated Senior Debt, the holder or owner of
such Designated Senior Debt.

            "REPURCHASE DATE" has the meaning specified in Section 12.1.

            "REPURCHASE PRICE" has the meaning specified in Section 12.1.

            "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Office, including without limitation any
vice president, assistant vice president, assistant treasurer, corporate trust
officer or other employee of the Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge and familiarity with the
particular subject.

            "RESTRICTED GLOBAL SECURITY" has the meaning specified in Section
2.1.

            "RESTRICTED SECURITIES LEGEND" means, collectively, the legends
substantially in the forms of the legends required in the form of Security
attached hereto as Exhibit A to be placed upon each Security.

            "RIGHTS PLAN" has the meaning specified in Section 10.4(d).

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

            "RULE 144A INFORMATION" has the meaning specified in Section 8.6.

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

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

            "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 2.6.

            "SENIOR DEBT" means the principal of (and premium, if any) and
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) on, and rent payable on
or in connection with, and all fees, costs, claims, expenses and other amounts
payable in connection with, the following, whether absolute or contingent,
secured or unsecured, due or to become due, outstanding on the date of this
Indenture or thereafter created, incurred or assumed: (1) all the Company's
indebtedness evidenced by a credit or loan agreement, note, bond, debenture, or
other similar instrument whether or not the recourse of the lender is to all of
the Company's assets or only to a portion, (2) all of the


                                      -9-
<PAGE>

Company's indebtedness, obligations and other liabilities, contingent or
otherwise, for borrowed money, including, without limitation, overdrafts,
foreign exchange contracts, currency exchange agreements, interest rate
protection agreements and any loans or advances from banks, whether or not
evidenced by notes or similar instruments, or bonds, debentures, notes or
similar instruments, whether or not the recourse of the lender is to all of the
Company's assets or only to a portion thereof, (3) all of the Company's
obligations as lessee under leases required to be capitalized on the balance
sheet of the lessee under generally accepted accounting principles, (4) all of
the Company's obligations as lessee under leases for facilities, equipment or
other assets entered into for financing purposes, whether or not capitalized,
(5) all of the Company's obligations and other liabilities, contingent or
otherwise, under any lease or related document, including a purchase agreement,
in connection with the lease of real property or improvements, or any personal
property included as part of any such lease, which provides that the Company is
contractually obligated to purchase or cause a third party to purchase the
leased property and thereby guarantee a residual value of leased property to the
lessor and all of the Company's obligations under such lease or related document
to purchase or cause a third party to purchase the leased property, whether or
not such lease transaction is characterized as an operating lease or capitalized
lease in accordance with generally accepted accounting principles, (6) all of
the Company's obligations under interest rate and currency swaps, caps, floors,
collars, hedge agreements, forward contracts, or similar agreements or
arrangements, (7) all of the Company's obligations with respect to letters of
credit, bank guarantees, bankers' acceptances and similar facilities, including
related reimbursement obligations, (8) all of the Company's obligations issued
or assumed as the deferred purchase price of property or services (but excluding
trade accounts payable and accrued liabilities arising in the ordinary course of
business), (9) all of the Company's obligations of the type referred to in
clauses (1) through (8) above of another Person and all dividends of another
Person, the payment of which, in either case, the Company has assumed or
guaranteed or for which the Company is responsible or liable, directly or
indirectly, jointly or severally, as obligor, guarantor or otherwise or which is
secured by a lien on the Company's property and (10) renewals, extensions,
modifications, replacements, restatements and refundings of, or any indebtedness
or obligation issued in exchange for, any such indebtedness or obligation
described in clauses (1) through (9) of this definition; provided, however, that
Senior Debt shall not include the Securities, any liability for federal, state,
local or other taxes owed or owing by the Company or any indebtedness or
obligation if the terms of such indebtedness or obligation (or the terms of the
instrument under which such indebtedness or obligation is issued) expressly
provides that such indebtedness or obligation is not superior in right of
payment to the Securities; and provided, further, that Senior Debt shall not
include accounts payable or other accrued liabilities or obligations incurred in
the ordinary course of business in connection with the obtaining of materials or
services and any indebtedness or obligation that the Company may owe to any
direct or indirect Subsidiary.

            "SHELF REGISTRATION STATEMENT" has the meaning specified in the
Registration Rights Agreement.

            "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.


                                      -10-
<PAGE>


            "SPECIAL RECORD DATE" for the payment of any Defaulted Interest
means a date fixed by the Company pursuant to Section 2.8.

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

            "SUBSIDIARY" means a corporation, or limited liability company, more
than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition,
"voting stock" means stock or other similar interests in the corporation that
ordinarily has or have voting power for the election of directors or Persons
performing similar functions, whether at all times or only so long as no senior
class of stock or other interests has or have such voting power by reason of any
contingency.

            "SUCCESSOR SECURITY" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.7 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "TRADING DAYS" means (1) if the Common Stock is listed or admitted
for trading on any national securities exchange, days on which such national
securities exchange is open for business; (2) if the Common Stock is quoted on
The Nasdaq Stock Market or any other system of automated dissemination of
quotations of securities prices, days on which trades may be effected through
such system; or (3) if the Common Stock is not listed or admitted for trading on
any national securities exchange or quoted on The Nasdaq Stock Market or any
other system of automated dissemination of quotation of securities prices, days
on which the Common Stock is traded regular way in the over-the-counter market
and for which a closing bid and a closing asked price for the Common Stock are
available.

            "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

            "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

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

            "VICE PRESIDENT," when used with respect to the Company, means any
vice president, whether or not designated by a number or a word or words added
before or after the title "vice president."


                                      -11-
<PAGE>


SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and, if required by the Trust Indenture Act, an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished. Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

            (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

            (b) 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;

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

            (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with; provided,
however, with respect to matters of fact, an Opinion of Counsel may rely on an
Officers' Certificate or certificates of public officials.

SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO THE TRUSTEE.

            In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or any other Person
stating that the information with respect to such factual matters is in the
possession of the Company or such other Person, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


                                      -12-
<PAGE>

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4 ACTS OF HOLDERS OF SECURITIES.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing by such Holders. Such action
shall become effective when such instrument or instruments is delivered to the
Trustee and, where it is hereby expressly required, to the Company. The Trustee
shall promptly deliver to the Company copies of all such instruments delivered
to the Trustee. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "ACT" of the
Holders of Securities signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent or proxy, or of
the holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 5.1) conclusive in favor of the Trustee
and the Company if made in the manner provided in this Section 1.4.

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

            (c) The principal amount and serial number of any Registered
Security held by any Person, and the date of his holding the same, shall be
proved by the Security Register.

            (d) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner that the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section 1.4.

            (e) The Company may set any day as the record date for the purpose
of determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted by this Indenture to be given or taken by
Holders. Promptly and in any case not later than ten days after setting a record
date, the Company shall notify the Trustee and the Holders of such record date.
If not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
thirtieth day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 13.1) prior to such first
solicitation or vote, as the case may be. With regard to any record date, the
Holders on such date (or their duly appointed agents or proxies), and only such
Persons, shall be entitled to give or take, or vote on, the relevant action,
whether or not such Holders remain Holders after such record date.


                                      -13-
<PAGE>

Notwithstanding the foregoing, the Company shall not set a record date for, and
the provisions of this paragraph shall not apply with respect to, any notice,
declaration or direction referred to in the next paragraph.

            Upon receipt by the Trustee from any Holder of (1) any notice of
default or breach referred to in Section 4.1(d), if such default or breach has
occurred and is continuing and the Trustee shall not have given such a notice to
the Company, (2) any declaration of acceleration referred to in Section 4.2, if
an Event of Default has occurred and is continuing and the Trustee shall not
have given such a declaration to the Company, or (3) any direction referred to
in Section 4.12, if the Trustee shall not have taken the action specified in
such direction, then, with respect to clauses (2) and (3), a record date shall
automatically and without any action by the Company or the Trustee be set for
determining the Holders entitled to join in such declaration or direction, which
record date shall be the close of business on the tenth day (or, if such day is
not a Business Day, the next succeeding Business Day) following the day on which
the Trustee receives such declaration or direction, and, with respect to clause
(1), the Trustee may set any day as a record date for the purpose of determining
the Holders entitled to join in such notice of default. Promptly after such
receipt by the Trustee of any such declaration or direction referred to in
clause (2) or (3), and promptly after setting any record date with respect to
clause (1), and as soon as practicable thereafter, the Trustee shall notify the
Company and the Holders of any such record date so fixed. The Holders on such
record date (or their duly appointed agents or proxies), and only such Persons,
shall be entitled to join in such notice, declaration or direction, whether or
not such Holders remain Holders after such record date; provided, however, that,
unless such notice, declaration or direction shall have become effective by
virtue of Holders of the requisite principal amount of Securities on such record
date (or their duly appointed agents or proxies) having joined therein on or
prior to the ninetieth day after such record date, such notice, declaration or
direction shall automatically and without any action by any Person be cancelled
and of no further effect. Nothing in this paragraph shall be construed to
prevent a Holder (or a duly appointed agent or proxy thereof) from giving,
before or after the expiration of such 90-day period, a notice, declaration or
direction contrary to or different from, or, after the expiration of such
period, identical to, the notice, declaration or direction to which such record
date relates, in which event a new record date in respect thereof shall be set
pursuant to this paragraph. In addition, nothing in this paragraph shall be
construed to render ineffective any notice, declaration or direction of the type
referred to in this paragraph given at any time to the Trustee and the Company
by Holders (or their duly appointed agents or proxies) of the requisite
principal amount of Securities on the date such notice, declaration or direction
is so given.

            (f) Except as provided in Sections 4.2 and 4.13, any request,
demand, authorization, direction, notice, consent, election, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.


                                      -14-
<PAGE>


SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY.

            Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of Securities or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,

            (a) the Trustee by any Holder of Securities or by the Company shall
be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee and received at the Corporate Trust Office,
Attention: Corporate Trust Department, and shall be deemed given when received,

            (b) the Company by the Trustee or by any Holder of Securities shall
be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing, mailed, first-class postage prepaid, or telecopied and
confirmed by mail, first-class postage prepaid, or delivered by hand or
overnight courier, addressed to the Company at 228 Manhattan Beach Boulevard,
Manhattan Beach, California 90266, Attention: Philip Paccione (telecopy no.:
(310) 798-7961) or at any other address previously furnished in writing to the
Trustee by the Company, and shall be deemed given when received.

            Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

SECTION 1.6 NOTICE TO HOLDERS OF SECURITIES; WAIVER.

            Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders if in writing and mailed, first-class postage
prepaid, to each Holder of a Security affected by such event, at the address of
such Holder as it appears in the Security Register, not earlier than the
earliest date and not later than the latest date prescribed for the giving of
such notice.

            Neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities. In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification to Holders of Registered Securities as shall be made with
the approval of the Trustee, which approval shall not be unreasonably withheld
or delayed, shall constitute a sufficient notification to such Holders for every
purpose hereunder.

            Such notice shall be deemed to have been given when such notice is
mailed.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


                                      -15-
<PAGE>


SECTION 1.7 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

SECTION 1.8 SUCCESSORS AND ASSIGNS.

            All covenants and agreements in this Indenture by the Company and by
the Trustee shall bind its successors and assigns, whether so expressed or not.

SECTION 1.9 SEPARABILITY CLAUSE.

            In case any provision in this Indenture or 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.

SECTION 1.10 BENEFITS OF INDENTURE.

            Except as provided in the next sentence, nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors and assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture. The provisions of Article Eleven are intended to be for the benefit
of, and shall be enforceable directly by, the holders of Senior Debt.

SECTION 1.11 GOVERNING LAW.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF
AMERICA, INCLUDING, WITHOUT LIMITATION, THE NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1401.

SECTION 1.12 LEGAL HOLIDAYS.

            In any case where any Interest Payment Date, Redemption Date,
Repurchase Date or Stated Maturity of any Security or the last day on which a
Holder of a Security has a right to convert his Security shall not be a Business
Day at a Place of Payment or Place of Conversion, as the case may be, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal of, premium, if any, or interest on, or the payment of the
Repurchase Price (whether the same is payable in cash or in shares of Common
Stock) with respect to, or delivery for conversion of, such Security need not be
made at such Place of Payment or Place of Conversion, as the case may be, on or
by such day, but may be made on or by the next succeeding Business Day at such
Place of Payment or Place of Conversion, as the case may be, with the same force
and effect as if made on the Interest Payment Date, Redemption Date or
Repurchase Date, or at the Stated Maturity or by such last day for conversion;
provided, however, that in the case that payment is made on such succeeding
Business Day, no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, Repurchase Date,
Stated Maturity or last day for conversion, as the case may be.


                                      -16-
<PAGE>


SECTION 1.13 CONFLICT WITH TRUST INDENTURE ACT.

            If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be. Until such time as this Indenture shall be qualified under the Trust
Indenture Act, this Indenture, the Company and the Trustee shall be deemed for
all purposes hereof to be subject to and governed by the Trust Indenture Act to
the same extent as would be the case if this Indenture were so qualified on the
date hereof.

SECTION 1.14 COUNTERPARTS.

            This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.1 FORM GENERALLY.

            The Securities and the Trustee's Certificate of Authentication shall
be in substantially the form set forth in Exhibit A hereto, which Exhibit is a
part of this Indenture, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or the Internal Revenue Code of l986,
as amended, and regulations thereunder (the "CODE"), or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution thereof. All Securities shall be issued in registered form,
as opposed to bearer form, and shall sometimes be referred to as the "REGISTERED
SECURITIES."

            The Securities shall be printed, lithographed, typewritten or
engraved or produced by any combination of these methods on steel engraved
borders, if so required by any securities exchange upon which the Securities may
be listed, or may be produced in any other manner permitted by the rules of any
such securities exchange, or, if the Securities are not listed on a securities
exchange, in any other manner approved by the Company, all as determined by the
officers executing such Securities, as evidenced by their execution thereof.

            Upon their original issuance, Securities shall be issued in the form
of one or more Global Securities without interest coupons and shall be
registered in the name of DTC, as Depositary, or its nominee and deposited with
the Trustee, as custodian for DTC, for credit by DTC to the respective accounts
of beneficial owners of the Securities represented thereby (or such other
accounts as they may direct). Such Global Security, together with its Successor



                                      -17-
<PAGE>

Securities that are Global Securities, are collectively herein called the
"RESTRICTED GLOBAL SECURITY."

SECTION 2.2 TITLE AND TERMS.

            The aggregate principal amount of Securities that may be
authenticated and delivered from time to time under this Indenture is limited to
U.S. $110,000,000 (or such greater amount necessary to reflect exercise of the
Initial Purchaser's over-allotment option in compliance with the Purchase
Agreement, but not in excess of U.S. $125,000,000), except for Securities
authenticated and delivered in exchange for, or in lieu of, other Securities
pursuant to Section 2.5, 2.6, 2.7, 7.5, 9.8, 10.2 or 12.3(e).

            The Securities shall be known and designated as the "4.50%
Convertible Subordinated Notes due 2007" of the Company. Their Stated Maturity
shall be April 15, 2007 and they shall bear interest on their principal amount
from April 9, 2002, payable semiannually in arrears on April 15 and October 15
in each year, commencing October 15, 2002, at the rate of 4.50% per annum until
the principal thereof is due and at the rate then in effect on any overdue
principal and, to the extent permitted by law, on any overdue interest;
provided, however, that payments shall only be made on Business Days as provided
in Section 1.12.

            The principal of, premium, if any, and interest on the Securities
shall be payable as provided in the form of Securities attached hereto as
Exhibit A, and the Repurchase Price, whether payable in cash or in shares of
Common Stock, shall be payable at such places as are identified in the Company
Notice given pursuant to Section 12.3 (any city in which any Paying Agent is
located being herein called a "PLACE OF PAYMENT").

            The Registrable Securities are entitled to the benefits of a
Registration Rights Agreement as provided by the form of Securities attached
hereto as Exhibit A. The Securities are entitled to the payment of Liquidated
Damages as provided in the Registration Rights Agreement.

            The Securities shall be redeemable at the option of the Company, as
provided in Article Nine and in the form of Securities attached hereto as
Exhibit A.

            The Securities shall be convertible as provided in Article Ten (any
city in which any Conversion Agent is located being herein called a "PLACE OF
CONVERSION").

            The Securities shall be subordinated in right of payment to Senior
Debt of the Company as provided in Article Eleven.

            The Securities shall be subject to repurchase by the Company at the
option of the Holders as provided in Article Twelve.

SECTION 2.3 DENOMINATIONS.

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


                                      -18-
<PAGE>

SECTION 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

            The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its President, one of its Vice Presidents, its Chief Financial Officer,
its Treasurer or its Controller and attested by its Secretary or one of its
Assistant Secretaries. Any such signature may be manual or facsimile.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee or to its order for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as provided in this Indenture and not otherwise.

            Each Security shall be dated the date of its authentication.

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

SECTION 2.5 GLOBAL SECURITIES; TEMPORARY SECURITIES.

            (a) GLOBAL SECURITIES

            (1) Each Global Security authenticated under this Indenture shall be
        registered in the name of the Depositary designated by the Company for
        such Global Security or a nominee thereof and delivered to such
        Depositary or a nominee thereof or custodian therefor, and each such
        Global Security shall constitute a single Security for all purposes of
        this Indenture.

            (2) Notwithstanding any other provision in this Indenture, no Global
        Security may be exchanged in whole or in part for Securities registered,
        and no transfer of a Global Security in whole or in part may be
        registered, in the name of any Person other than the Depositary for such
        Global Security or a nominee thereof unless (A) such Depositary (i) has
        notified the Company that it is unwilling or unable to continue as
        Depositary for such Global Security or (ii) has ceased to be a clearing
        agency registered as such under the Exchange Act or announces an
        intention permanently to cease business or does in fact do so or (B)
        there shall have occurred and be continuing an Event of Default with
        respect to such Global Security.

            (3) If any Global Security is to be exchanged for other Securities
        or cancelled in whole, it shall be surrendered by or on behalf of the
        Depositary or its nominee to the


                                      -19-
<PAGE>


        Trustee, as Security Registrar, for exchange or cancellation, as
        provided in this Article Two. If any Global Security is to be exchanged
        for other Securities or cancelled in part, or if another Security is to
        be exchanged in whole or in part for a beneficial interest in any Global
        Security, in each case, as provided in Section 2.6, then either (A) such
        Global Security shall be so surrendered for exchange or cancellation, as
        provided in this Article Two, or (B) the principal amount thereof shall
        be reduced or increased by an amount equal to the portion thereof to be
        so exchanged or cancelled or equal to the principal amount of such other
        Security to be so exchanged for a beneficial interest therein, as the
        case may be, by means of an appropriate adjustment made on the records
        of the Trustee, as Security Registrar, whereupon the Trustee, in
        accordance with the Applicable Procedures, shall instruct the Depositary
        or its authorized representative to make a corresponding adjustment to
        its records. Upon any such surrender or adjustment of a Global Security,
        the Trustee shall, subject to Section 2.6(c) and as otherwise provided
        in this Article Two, authenticate and make available for delivery any
        Securities issuable in exchange for such Global Security (or any portion
        thereof) to or upon the order of, and registered in such names as may be
        directed by, the Depositary or its authorized representative. Upon the
        request of the Trustee in connection with the occurrence of any of the
        events specified in the preceding paragraph, the Company shall promptly
        make available to the Trustee a reasonable supply of Securities that are
        not in the form of Global Securities. The Trustee shall be entitled to
        rely upon any order, direction or request of the Depositary or its
        authorized representative which is given or made pursuant to this
        Article Two.

            (4) Every Security authenticated and delivered upon registration of
        transfer of, or in exchange for or in lieu of, a Global Security or any
        portion thereof, whether pursuant to this Article Two or otherwise,
        shall be authenticated and delivered in the form of, and shall be, a
        registered Global Security, unless such Security is registered in the
        name of a Person other than the Depositary for such Global Security or a
        nominee thereof, in which case such Registered Security shall be
        authenticated and delivered in definitive, fully registered form,
        without interest coupons.

            (5) The Depositary or its nominee, as registered owner of a Global
        Security, shall be the Holder of such Global Security for all purposes
        under the Indenture and the Registered Securities, and owners of
        beneficial interests in a Global Security shall hold such interests
        pursuant to the Applicable Procedures. Accordingly, any such owner's
        beneficial interest in a Global Security shall be shown only on, and the
        transfer of such interest shall be effected only through, records
        maintained by the Depositary or its nominee or its Agent Members, and
        such owners of beneficial interests in a Global Security shall not be
        considered the owners or holders thereof.

            (b) TEMPORARY SECURITIES

            Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Registered Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and


                                      -20-
<PAGE>

other variations as the officers executing such Registered Securities may
determine, as evidenced by their execution of such Securities.

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

SECTION 2.6 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE; RESTRICTIONS ON
            TRANSFER.

            (a) The Company shall cause to be kept at the Corporate Trust Office
a register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 8.2 being herein sometimes
collectively referred to as the "SECURITY REGISTER") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of
registering Registered Securities and transfers and exchanges of Registered
Securities as herein provided.

            Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 8.2 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

            At the option of the Holder, and subject to the other provisions of
this Section 2.6, Securities may be exchanged for other Securities of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, and subject to the other provisions
of this Section 2.6, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities the Holder making
the exchange is entitled to receive. Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, subject to the other provisions of this Section 2.6, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.


                                      -21-
<PAGE>

            No service charge shall be made for any registration of transfer or
exchange of Securities except as provided in Section 2.7, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 2.5, 7.5, 9.8,
10.2 or 12.3(e) (other than where the shares of Common Stock are to be issued or
delivered in a name other than that of the Holder of the Security) not involving
any transfer and other than any stamp and other duties, if any, that may be
imposed in connection with any such transfer or exchange by the United States or
any political subdivision thereof or therein, which shall be paid by the
Company.

            In the event of a redemption of the Securities, the Company shall
not be required (1) to register the transfer of or exchange Securities for a
period of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Securities called for such redemption or (2) to register
the transfer of or exchange any Security, or portion thereof, called for
redemption.

            (b) RESTRICTED SECURITIES LEGENDS. All Securities shall bear the
applicable Restricted Securities Legend subject to the following:

            (1) subject to the following clauses of this Section 2.6(b), a
        Security or any portion thereof that is exchanged, upon transfer or
        otherwise, for a Global Security or any portion thereof shall bear the
        Restricted Securities Legend borne by such Global Security while
        represented thereby;

            (2) subject to the following clauses of this Section 2.6(b), a new
        Security that is not a Global Security and is issued in exchange for
        another Security (including a Global Security) or any portion thereof,
        upon transfer or otherwise, shall bear the Restricted Securities Legend
        borne by such other Security;

            (3) any Securities that are sold or otherwise disposed of pursuant
        to an effective registration statement under the Securities Act
        (including the Shelf Registration Statement), together with their
        Successor Securities, shall not bear a Restricted Securities Legend; the
        Company shall inform the Trustee in writing of the effective date of any
        such registration statement registering the Securities under the
        Securities Act and shall notify the Trustee at any time when
        prospectuses may not be delivered with respect to Securities to be sold
        pursuant to such registration statement. The Trustee shall not be liable
        for any action taken or omitted to be taken by it in good faith in
        accordance with the aforementioned registration statement;

            (4) at any time after the Securities may be freely transferred
        without registration under the Securities Act or without being subject
        to transfer restrictions pursuant to the Securities Act, a new Security
        that does not bear a Restricted Securities Legend may be issued in
        exchange for or in lieu of a Security (other than a Global Security) or
        any portion thereof that bears such a legend if the Trustee has received
        a certificate regarding the unrestricted nature of the Securities,
        satisfactory to the Trustee and duly executed by the Holder of such
        legended Security or his attorney duly authorized in writing, and after
        such date and receipt of such certificate, the Trustee shall


                                      -22-
<PAGE>


        authenticate and make available for delivery such a new Security in
        exchange for or in lieu of such other Security as provided in this
        Article Two;

            (5) a new Security that does not bear a Restricted Securities Legend
        may be issued in exchange for or in lieu of a Security (other than a
        Global Security) or any portion thereof that bears such a legend if, in
        the Company's judgment, placing such a legend upon such new Security is
        not necessary to ensure compliance with the registration requirements of
        the Securities Act, and the Trustee, at the direction of the Company,
        shall authenticate and make available for delivery such a new Security
        as provided in this Article Two; and

            (6) notwithstanding the foregoing provisions of this Section 2.6(b),
        a Successor Security of a Security that does not bear a particular form
        of Restricted Securities Legend shall not bear such form of legend
        unless the Company has reasonable cause to believe that such Successor
        Security is a "restricted security" within the meaning of Rule 144, in
        which case the Trustee, at the direction of the Company, shall
        authenticate and make available for delivery a new Security bearing a
        Restricted Securities Legend in exchange for such Successor Security as
        provided in this Article Two.

            (c) Neither the Trustee, the Paying Agent nor any of their agents
shall (1) have any duty to monitor compliance with or with respect to any
federal or state or other securities or tax laws or (2) have any duty to obtain
documentation on any transfers or exchanges other than as specifically required
hereunder.

SECTION 2.7 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

            If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and make available for delivery
in exchange therefor a new Security of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

            If there be delivered to the Company and to the Trustee:

            (a) evidence to their satisfaction of the destruction, loss or theft
of any Security, and

            (b) such security or indemnity as may be satisfactory to the Company
and the Trustee to save each of them and any agent of either of them harmless,

then, in the absence of actual notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and make available for delivery, in lieu of
any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and 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, the Company in its discretion, but
subject to any conversion


                                      -23-
<PAGE>

rights, may, instead of issuing a new Security, pay such Security, upon
satisfaction of the conditions set forth in the preceding paragraph.

            Upon the issuance of any new Security under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto (other than any
stamp and other duties, if any, that may be imposed in connection therewith by
the United States or any political subdivision thereof or therein, which shall
be paid by the Company) and any other expenses (including the fees and expenses
of the Trustee) connected therewith.

            Every new Security issued pursuant to this Section 2.7 in lieu of
any mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

            The provisions of this Section 2.7 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies of any Holder with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

SECTION 2.8 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

            Interest on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

            Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date ("DEFAULTED INTEREST")
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (a) or
(b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security, the date of the
proposed payment and the Special Record Date, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as provided in this
clause. The Special Record Date for the payment of such Defaulted Interest shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 15 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such


                                      -24-
<PAGE>

Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at such Holder's address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (b).

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

            Subject to the foregoing provisions of this Section 2.8 and Section
2.6, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, that were carried by such other
Security.

            Interest on any Security that is converted in accordance with
Section 10.2 during a Record Date Period shall be payable in accordance with the
provisions of Section 10.2.

SECTION 2.9 PERSONS DEEMED OWNERS.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of, premium, if any,
and (subject to Section 2.8) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 2.10 CANCELLATION.

            All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered to the Trustee shall be cancelled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 2.10. The Trustee shall dispose of all
cancelled Securities in accordance with applicable law and its customary
practices in effect from time to time.

SECTION 2.11 COMPUTATION OF INTEREST.

            Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.


                                      -25-
<PAGE>

SECTION 2.12 CUSIP NUMBERS.

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

                                  ARTICLE THREE

                           SATISFACTION AND DISCHARGE

SECTION 3.1 SATISFACTION AND DISCHARGE OF INDENTURE.

            This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of conversion, or registration of
transfer or exchange, or replacement of Securities herein expressly provided for
and any right to receive Liquidated Damages as provided in the form of
Securities attached hereto as Exhibit A and the Company's obligations to the
Trustee pursuant to Section 5.7), and the Trustee, at the expense of the
Company, shall execute proper instruments in form and substance satisfactory to
the Trustee acknowledging satisfaction and discharge of this Indenture, when

            (a) either

            (1) all Securities theretofore authenticated and delivered (other
        than (A) Securities that have been destroyed, lost or stolen and that
        have been replaced or paid as provided in Section 2.7 and (B) Securities
        for whose payment money has theretofore been irrevocably deposited in
        trust or segregated and held in trust by the Company and thereafter
        repaid to the Company or discharged from such trust, as provided in
        Section 8.3) have been delivered to the Trustee for cancellation; or

            (2) all such Securities not theretofore delivered to the Trustee or
        its agent for cancellation (other than Securities referred to in clauses
        (A) and (B) of clause (a)(1) above)

               (i) have become due and payable, or

               (ii) will have become due and payable at their Stated Maturity
        within one year, or

               (iii) 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,


                                      -26-
<PAGE>

        and the Company, in the case of clause (i), (ii) or (iii) above, has
        irrevocably deposited or caused to be irrevocably deposited with the
        Trustee as trust funds (immediately available to the Holders in the case
        of clause (i) above) an amount sufficient to pay and discharge the
        entire principal, premium, if any, interest and Liquidated Damages, if
        any, on such Securities not theretofore delivered to the Trustee for
        cancellation, to the date of such deposit (in the case of Securities
        that have become due and payable) or to the Stated Maturity or
        Redemption Date, as the case may be;

            (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

            (c) the Company has delivered to the Trustee an Officers'
Certificate 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 5.7, the obligations
of the Company to any Authenticating Agent under Section 5.12, the obligation of
the Company to pay Liquidated Damages, if money shall have been deposited with
the Trustee pursuant to clause (a)(2) of this Section 3.1, the obligations of
the Trustee under Section 3.2 and the last paragraph of Section 8.3, and the
obligations of the Company and the Trustee under Section 2.6 and Article Ten
shall survive. Funds held in trust pursuant to this Section 3.1 are not subject
to the provisions of Article Eleven.

            In the event that the Company is required to pay Liquidated Damages
to the Holders pursuant to the Registration Rights Agreement, the Company will
provide written notice ("Liquidated Damages Notice") to the Trustee of its
obligation to pay Liquidated Damages no later than 15 days prior to the proposed
payment date for the Liquidated Damages, and the Liquidated Damages Notice shall
set forth the amount of Liquidated Damages to be paid by the Company on such
payment date. The Trustee shall not at any time be under any duty or
responsibility to any Holder to determine the Liquidated Damages or with respect
to the nature, extent or calculation of the amount of Liquidated Damages when
made, or with respect to the method employed in such calculation of the
Liquidated Damages. Unless the Trustee receives a Liquidated Damages Notice from
the Company within the time period specified above or otherwise from a Holder of
the Securities, the Trustee is entitled to assume that no Liquidated Damages are
due and payable.

SECTION 3.2 APPLICATION OF TRUST MONEY.

            Subject to the provisions of the last paragraph of Section 8.3, all
money deposited with the Trustee pursuant to Section 3.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Persons entitled
thereto, of the principal, premium, if any, Liquidated Damages, if any, and
interest for whose payment such money has been deposited with the Trustee.


                                      -27-
<PAGE>


            All moneys deposited with the Trustee pursuant to Section 3.1 (and
held by it or any Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon Company Request.

                                  ARTICLE FOUR

                                    REMEDIES

SECTION 4.1 EVENTS OF DEFAULT.

            "EVENT OF DEFAULT," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Eleven or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

            (a) default in the payment of the principal of or premium, if any,
on any Security at its Maturity, whether or not the such payment is prohibited
by the subordination provisions of this Indenture; or

            (b) default in the payment of any interest if any (including
Liquidated Damages, if any), upon any Security when it becomes due and payable,
and continuance of such default for a period of 30 days, whether or not such
payment is prohibited by the subordination provisions of this Indenture; or

            (c) failure by the Company to give the Company Notice in accordance
with Section 12.3, whether or not such notice is prohibited by the subordination
provisions of this Indenture; or

            (d) default in the performance, or breach, of any covenant of the
Company in this Indenture (other than a covenant a default in the performance or
breach of which is specifically dealt with elsewhere in this Section 4.1), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "NOTICE OF DEFAULT" hereunder; or

            (e) default in the payment by the end of any applicable grace
period, if any, after maturity of the principal of any indebtedness under any
bond, debenture, note or other evidence of indebtedness for money borrowed by
the Company or any Significant Subsidiary with a principal amount then
outstanding in excess of U.S. $10,000,000, whether such indebtedness now exists
or shall hereafter be created, if the indebtedness is not discharged, or if such
indebtedness has been accelerated, such acceleration is not rescinded or
annulled, within a period of 30 days after there shall have been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities a written notice specifying such default and


                                      -28-
<PAGE>


requiring the Company to cause such indebtedness to be discharged or such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

            (f) the entry by a court having jurisdiction in the premises of (1)
a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or (2) a
decree or order adjudging the Company or any Significant Subsidiary a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable federal or state law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Significant Subsidiary or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60 consecutive
days; or

            (g) the commencement by the Company or any Significant Subsidiary of
a voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or similar relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Significant Subsidiary in furtherance of
any such action; or

            (h) failure by the Company to deliver Conversion Shares, together
with cash in lieu of fractional shares, when such Conversion Shares or cash in
lieu of fractional shares are required to be delivered upon conversion of a
security, and such failure continues for 10 days after such required delivery
date.

SECTION 4.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

            If an Event of Default (other than an Event of Default specified in
Section 4.1(f) or 4.1(g)) occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration, such principal
and all accrued interest thereon shall become immediately due and payable. If an
Event of Default specified in Section 4.1(f) or 4.1(g) occurs, the principal of,
and accrued interest on, all the Securities shall ipso facto become immediately
due and payable without any declaration or other Act of the Holder or any act on
the part of the Trustee.


                                      -29-
<PAGE>



            At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article Four provided, the Holders of a
majority in principal amount of the Outstanding Securities, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

            (a) the Company has paid or irrevocably deposited with the Trustee a
sum sufficient to pay

               (1) all overdue interest and Liquidated Damages, if any, on all
        Securities,

               (2) the principal of and premium, if any, on any Securities that
        have become due otherwise than by such declaration of acceleration and
        any interest thereon at the rate borne by the Securities,

               (3) to the extent permitted by applicable law, interest upon
        overdue interest at the rate then in effect, and

               (4) all sums paid or advanced by the Trustee hereunder and the
        reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and its counsel; and

            (b) all Events of Default, other than the non-payment of the
principal of, and any premium and interest on, Securities that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 4.13.

            No rescission or annulment referred to above shall affect any
subsequent default or impair any right consequent thereon.

SECTION 4.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

            The Company covenants that if:

            (a) default is made in the payment of any interest or Liquidated
Damages on any Security when it becomes due and payable and such default
continues for a period of 30 days, or

            (b) default is made in the payment of the principal of or premium,
if any, on any Security at the Maturity thereof,

the Company will upon demand of the Trustee pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, premium, if any, Liquidated Damages, if any, and
interest on any overdue principal, premium, if any, Liquidated Damages, if any,
and, to the extent permitted by applicable law, on any overdue interest at the
rate then in effect, and in addition thereto, such further amount as shall be
sufficient to cover the reasonable costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel.


                                      -30-
<PAGE>


            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities by such appropriate judicial proceedings as the Trustee
shall deem most effective to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

SECTION 4.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relating to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or the
creditors of either, the Trustee (whether or not the principal of, and any
interest on, the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and whether or not the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

            (a) to file and prove a claim for the whole amount of principal,
premium, if any, Liquidated Damages, if any, and interest owing and unpaid in
respect of the Securities and take such other actions, including participating
as a member, voting or otherwise, of any official committee of creditors
appointed in such matter, and to file such other papers or documents, in each of
the foregoing cases, 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 its counsel)
and of the Holders of Securities allowed in such judicial proceeding, and

            (b) to collect and receive any moneys or other property payable or
deliverable on any such claim and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of
Securities 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 of
Securities, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel and any other amounts due the Trustee under Section 5.7.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder



                                      -31-
<PAGE>

thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security in any such proceeding; provided, however, that the Trustee
may, on behalf of such Holders, vote for the election of a trustee in bankruptcy
or similar official.

SECTION 4.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, be for
the ratable benefit of the Holders of the Securities in respect of which
judgment has been recovered.

SECTION 4.6 APPLICATION OF MONEY COLLECTED.

            Subject to Article Eleven, any money collected by the Trustee
pursuant to this Article Four shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, premium, if any, or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
5.7;

            SECOND: To the payment of the amounts then due and unpaid for
principal of, premium, if any, Liquidated Damages, if any, or interest on, the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium, if any,
Liquidated Damages, if any, and interest, respectively; and

            THIRD: Any remaining amounts shall be repaid to the Company.

SECTION 4.7 LIMITATION ON SUITS.

            No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

            (a) such Holder has previously given written notice to the Trustee
of a continuing Event of Default;

            (b) the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

            (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


                                      -32-
<PAGE>

            (d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

            (e) the Trustee has not received any direction inconsistent with
such written request from the Holders of a majority of the aggregate principal
amount of the Outstanding Securities during the 60 day period referred to in (d)
above;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 4.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
            INTEREST AND TO CONVERT.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
2.8) interest (and Liquidated Damages, if any) on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or Repurchase Date, as the case
may be), and to convert such Security in accordance with Article Ten, and to
institute suit for the enforcement of any such payment and right to convert, and
such rights shall not be impaired without the consent of such Holder.

SECTION 4.9 RESTORATION OF RIGHTS AND REMEDIES.

            If the Trustee or any Holder of a Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and such Holders shall continue as though no such proceeding had been
instituted.

SECTION 4.10 RIGHTS AND REMEDIES CUMULATIVE.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 2.7, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


                                      -33-
<PAGE>


SECTION 4.11 DELAY OR OMISSION NOT WAIVER.

            No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
any acquiescence therein. Every right and remedy given by this Article Four or
by law to the Trustee or to the Holders of Securities may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or (subject to
the limitations contained in this Indenture) by the Holders of Securities, as
the case may be.

SECTION 4.12 CONTROL BY HOLDERS OF SECURITIES.

            The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that

            (a) such direction shall not be in conflict with any rule of law or
with this Indenture, and

            (b) the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction.

SECTION 4.13 WAIVER OF PAST DEFAULTS.

            The Holders, either (a) through the written consent of not less than
a majority in principal amount of the Outstanding Securities or (b) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least a majority in principal
amount of the Outstanding Securities represented at such meeting, may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (1) in the payment of the principal of, premium,
if any, interest, the Repurchase Price or Liquidated Damages, if any, on any
Security or (2) in respect of a covenant or provision hereof that under Article
Seven cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

            Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 4.14 UNDERTAKING FOR COSTS.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 4.14 shall not apply to


                                      -34-
<PAGE>

any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder of any Security for the enforcement of the payment of
the principal of, premium, if any, Liquidated Damages, if any, or interest on
any Security on or after the respective Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption or repurchase, on or after the
Redemption Date or Repurchase Date, as the case may be) or for the enforcement
of the right to convert any Security in accordance with Article Ten.

SECTION 4.15 WAIVER OF STAY, USURY OR EXTENSION LAWS.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, usury or extension law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede by reason of
such law the execution of any power herein granted to the Trustee but will
suffer and permit the execution of every such power as though no such law had
been enacted.

                                  ARTICLE FIVE

                                   THE TRUSTEE

SECTION 5.1 CERTAIN DUTIES AND RESPONSIBILITIES.

            (a) Except during the continuance of an Event of Default,

            (1) the Trustee undertakes to perform such duties and only such
        duties as are specifically set forth in this Indenture, and no implied
        covenants or obligations shall be read into this Indenture against the
        Trustee; and

            (2) 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 pursuant to the requirements of this Indenture;
        but in the case of any such certificates or opinions that by any
        provision hereof are specifically required to be furnished to the
        Trustee, the Trustee shall be under a duty to examine the same to
        determine whether or not they conform to the procedural requirements of
        this Indenture but not to verify the contents thereof.

            (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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


                                      -35-
<PAGE>


            (1) this paragraph (c) shall not be construed to limit the effect of
        paragraph (a) of this Section 5.1;

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

            (3) the Trustee shall not be liable with respect to any action taken
        or omitted to be taken by it in good faith in accordance with the
        direction of the Holders of a majority in principal amount of the
        Outstanding Securities relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee, under this
        Indenture; and

            (4) 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, if it shall have reasonable grounds for
        believing that repayment of such funds or adequate indemnity against
        such risk or liability is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 5.1.

SECTION 5.2 NOTICE OF DEFAULTS.

            Within 90 days after the occurrence of any default hereunder as to
which a Responsible Officer of the Trustee has actually received written notice,
the Trustee shall give to all Holders of Securities, in the manner provided in
Section 1.6, notice of such default, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of, premium, if any, or interest on any Security, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders. For the purpose of this
Section 5.2, the term "default" means any event that is, or after notice or
lapse of time or both would become, an Event of Default.

SECTION 5.3 CERTAIN RIGHTS OF TRUSTEE.

            (a) Subject to the provisions of Section 5.1:

            (1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, other
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon, other evidence of indebtedness or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;



                                      -36-
<PAGE>

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

            (3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

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

            (5) 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 of Securities pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction;

            (6) 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, coupon, other evidence of indebtedness or other paper or
document, but the Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;
and

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

SECTION 5.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

            The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture, of the Securities or of the Common Stock issuable upon the conversion
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 5.5 MAY HOLD SECURITIES, ACT AS TRUSTEE UNDER OTHER INDENTURES.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Conversion Agent or any other agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company with the


                                      -37-
<PAGE>

same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Conversion Agent or such other agent.

            The Trustee may become and act as trustee under other indentures
under which other securities, or certificates of interest or participation in
other securities, of the Company are outstanding in the same manner as if it
were not Trustee hereunder.

SECTION 5.6 MONEY HELD IN TRUST.

            Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder, except as
otherwise agreed in writing with the Company.

SECTION 5.7 COMPENSATION AND REIMBURSEMENT.

            The Company agrees

            (a) to pay to the Trustee from time to time such reasonable
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust);

            (b) Except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

            (c) to indemnify the Trustee (and its directors, officers, employees
and agents) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based on the
income of the Trustee), incurred without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs, expenses and
reasonable attorneys' fees of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 4.1(f) or Section 4.1(g) with
respect to the Company, the expenses (including the reasonable charges of its
counsel) and the compensation for the services are intended to constitute
expenses of the administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

            The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 5.7, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.


                                      -38-
<PAGE>


            The provisions of this Section 5.7 shall survive the termination of
this Indenture or the earlier resignation or removal of the Trustee.

SECTION 5.8 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

            There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such,
having a combined capital and surplus (or for such purposes, the combined
capital and surplus of any parent holding company) of at least U.S. $25,000,000,
subject to supervision or examination by federal or state authority, in good
standing and having an established place of business or agency in the Borough of
Manhattan, The City of New York. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 5.8,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 5.8, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article and a
successor shall be appointed pursuant to Section 5.9.

SECTION 5.9 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 5.10.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 5.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee or
the Company may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

            (c) The Trustee may be removed at any time by Act of the Holders of
a majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 5.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the removed Trustee or the
Company may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

            (d) If at any time:

            (1) the Trustee shall cease to be eligible under Section 5.8 and
        shall fail to resign after written request therefor by the Company or by
        any Holder of a Security who has been a bona fide Holder of a Security
        for at least six months, or

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


                                      -39-
<PAGE>


then, (i) in any such case the Company may remove the Trustee, or (ii) in the
case of clause (d)(1) above only and subject to Section 4.14, any Holder of a
Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company shall promptly appoint a successor Trustee and shall comply with the
applicable requirements of this Section 5.9 and Section 5.10. If, within one
year after such resignation, removal or incapability, or occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 5.10, become the successor Trustee and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner required by this Section 5.9 and Section
5.10, any Holder of a Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            (f) The successor Trustee shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders of Securities in the manner provided in Section 1.6. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

SECTION 5.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee. Such retiring Trustee shall,
upon payment of its charges, promptly execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

            No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be eligible under this Article.

SECTION 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

            Any corporation or association into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation or
association resulting from


                                      -40-
<PAGE>

any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation or association succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder (provided such corporation or association shall be otherwise eligible
under this Article), without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

SECTION 5.12 AUTHENTICATING AGENTS.

            The Trustee may, with the consent of the Company, appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the
Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon exchange or substitution pursuant to this
Indenture.

            Securities authenticated by an Authenticating Agent shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder, and every reference
in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
subject to acceptance by the Company and shall at all times be a corporation or
association organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent and subject to supervision or examination by
government or other fiscal authority. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
5.12, such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section 5.12.

            Any corporation or association into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation or association resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation or association succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent (provided such corporation or association shall be otherwise eligible
under this Section 5.12), without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.12, the Trustee may appoint a successor
Authenticating Agent, which shall be subject to acceptance by the Company. Any
successor Authenticating Agent, upon acceptance


                                      -41-
<PAGE>


of its appointment hereunder, shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 5.12.

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 5.12.

            If an Authenticating Agent is appointed with respect to the
Securities pursuant to this Section 5.12, the Securities may have endorsed
thereon, in addition to or in lieu of the Trustee's certification of
authentication, an alternative certificate of authentication in the following
form:

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

        By:  Wells Fargo Bank, National Association,
        as Authenticating Agent



        By _____________________________
               Authorized Signature

SECTION 5.13 DISQUALIFICATION; CONFLICTING INTERESTS.

            If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign as Trustee hereunder, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

SECTION 5.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

                                   ARTICLE SIX

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 6.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

            The Company shall not consolidate with or merge into any other
Person or convey, transfer, sell or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any
Person to consolidate with or merge into it or convey, transfer, sell or lease
such Person's properties and assets substantially as an entirety to it, unless:


                                      -42-
<PAGE>


            (a) the Person formed by such consolidation or into or with which
the Company is merged, or the Person to which the Company's properties and
assets are conveyed, transferred, sold or leased, shall be (1) a corporation,
limited liability company, partnership or trust organized and validly existing
under the laws of the United States of America, any state thereof or the
District of Columbia or (2) organized under the laws of a jurisdiction outside
the United States of America and have common stock or American Depositary Shares
representing such common stock traded on a national securities exchange in the
United States, including The Nasdaq Stock Market, Inc., and, in each case, if
other than the Company, 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, premium, if any,
Liquidated Damages, if any, and interest on all of the Securities as applicable,
and the performance or observance of every covenant of this Indenture on the
part of the Company to be performed or observed;

            (b) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and

            (c) 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 and that all conditions precedent herein provided for
relating to such transaction have been complied with, together with any
documents required under Section 7.3.

SECTION 6.2 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 all or
substantially all the properties and assets of the Company in accordance with
Section 6.1, the successor Person formed by such consolidation or into or with
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.

                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

SECTION 7.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS OF SECURITIES.

            Without the consent of any Holders of Securities, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:


                                      -43-
<PAGE>

            (a) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants and obligations of the
Company herein and in the Securities as permitted by this Indenture; or

            (b) to add to the covenants of the Company for the benefit of the
Holders of Securities or to surrender any right or power herein conferred upon
the Company; or

            (c) to secure the Securities; or

            (d) to make provision with respect to the conversion rights of
Holders of Securities pursuant to Section 10.11; or

            (e) to make any changes or modifications to this Indenture necessary
in connection with the registration of any Registrable Securities under the
Securities Act as contemplated by the Registration Rights Agreement (provided
such action pursuant to this clause (e) shall not adversely affect the interests
of the Holders of Securities in any material respect); or

            (f) to comply with the requirements of the Trust Indenture Act or
the rules and regulations of the Commission thereunder in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by this Indenture or otherwise; or

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

            (h) to cure any ambiguity, to correct or supplement any provision
herein that may be inconsistent with any other provision herein or that is
otherwise defective, or to make any other provisions with respect to matters or
questions arising under this Indenture as the Company and the Trustee may deem
necessary or desirable (provided such action pursuant to this clause (h) shall
not adversely affect the interests of the Holders of Securities in any material
respect).

            Upon Company Request accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and subject to and upon
receipt by the Trustee of the documents described in Section 7.3 hereof, the
Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained.

SECTION 7.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF SECURITIES.

            With either (a) the written consent of the Holders of not less than
a majority in principal amount of the Outstanding Securities, by the Act of said
Holders delivered to the Company and the Trustee, or (b) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of a majority in principal amount of the
Outstanding Securities represented at such meeting, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, however, that no such supplemental


                                      -44-
<PAGE>

indenture shall, without the consent or affirmative vote of the Holder of each
Outstanding Security affected thereby,

            (l) change the Stated Maturity of the principal of, or any
        installment of interest on, any Security, or reduce the principal
        amount, any premium or the rate of interest payable thereon, or change
        the place at which or the coin or currency in which any Security or the
        interest or any premium thereon or any other amount in respect thereof
        is payable; or

            (2) reduce the amount payable on any Security upon redemption at the
        Company's option; or

            (3) impair the right to institute suit for the enforcement of any
        payment or conversion in respect of any Security on or after the Stated
        Maturity thereof (or, in the case of redemption or any repurchase, on or
        after the Redemption Date or Repurchase Date, as the case may be); or

            (4) except as permitted by Section 10.11, adversely affect the right
        to convert any Security as provided in Article Ten; or

            (5) modify the provisions of this Indenture with respect to the
        subordination of the Securities in a manner adverse to the Holders of
        any Securities; or

            (6) reduce the percentage in principal amount of the Outstanding
        Securities the consent of whose Holders is required for any supplemental
        indenture to modify or amend any provision of this Indenture or the
        consent of whose Holders is required for any waiver (of compliance with
        certain provisions of this Indenture or certain defaults hereunder and
        their consequences) provided for in this Indenture; or

            (7) modify any of the provisions of this Section 7.2 except to
        increase any percentage contained herein or therein or to provide that
        certain other provisions of this Indenture cannot be modified or waived
        without the consent of the Holder of each Outstanding Security affected
        thereby; or

            (8) amend or modify the provisions of Article Twelve in a manner
        adverse to the Holders after the Holder's right to require the Company
        to repurchase the Securities upon a Change in Control arises.

            It shall not be necessary for any Act of Holders of Securities under
this Section 7.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

            The quorum at any meeting called to adopt a resolution shall be
Holders representing a majority in aggregate principal amount of Securities at
the time Outstanding.


                                      -45-
<PAGE>

SECTION 7.3 EXECUTION OF SUPPLEMENTAL INDENTURES.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 5.1 and 5.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture and that such supplemental
indenture has been duly authorized, executed and delivered by the Company and
constitutes a valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 7.4 EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 7.5 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 7.6 NOTICE OF SUPPLEMENTAL INDENTURES.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 7.2, the Company
shall give notice to all Holders of Securities of such fact, setting forth in
general terms the substance of such supplemental indenture, in the manner
provided in Section 1.6. Any failure of the Company to give such notice, or any
defect therein, shall not in any way impair or affect the validity of any such
supplemental indenture.

                                  ARTICLE EIGHT

                                    COVENANTS

SECTION 8.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

            The Company covenants and agrees that it will duly and punctually
pay the principal of and premium, if any, and interest on the Securities in
accordance with the terms of the Securities and this Indenture. The Company
shall deposit or cause to be deposited with the


                                      -46-
<PAGE>


Trustee, no later than 12:00 noon Eastern time on the date of the Stated
Maturity of any Security or no later than 12:00 noon Eastern time on the due
date for any installment of interest, all payments so due, which payments shall
be in immediately available funds on the date of such Stated Maturity or due
date, as the case may be.

SECTION 8.2 MAINTENANCE OF OFFICES OR AGENCIES.

            The Company hereby appoints the Corporate Trust Office or such other
office or agency of the Trustee as its agent in the Borough of Manhattan, The
City of New York, where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer or exchange,
where Securities may be surrendered for conversion, and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served.

            The Company may at any time and from time to time vary or terminate
the appointment of any such agent or appoint any additional agents for any or
all of such purposes; provided, however, that until all of the Securities have
been delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, premium, if any, and interest on the Securities have been made
available for payment and either paid or returned to the Company pursuant to the
provisions of Section 8.3, the Company shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment and conversion, where Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company shall give prompt written notice to the Trustee, and
notice to the Holders in accordance with Section 1.6, of the appointment or
termination of any such agents and of the location and any change in the
location of any such office or agency.

            If at any time the Company shall fail to maintain any such required
office or agency, or shall fail to furnish the Trustee with the address thereof,
presentations and surrenders may be made and notices and demands may be served
on the Corporate Trust Office.

SECTION 8.3 MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

            If the Company will act as its own Paying Agent, it shall, on or
before each due date of the principal of, premium, if any, or interest on any of
the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal, premium, if any, or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and the Company will promptly notify
the Trustee of its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents, it will,
no later than 12:00 noon Eastern time on each due date of the principal of,
premium, if any, or interest on any Securities, deposit with the Trustee a sum
sufficient to pay the principal, premium, if any, or interest so becoming due,
such sum to be held for the benefit of the Persons entitled to such principal,
premium, if any, or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of any failure so to act.


                                      -47-
<PAGE>


            The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 8.3,
that such Paying Agent will:

            (a) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

            (b) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal,
premium, if any, or interest; and

            (c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
such Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

            Anything contained herein to the contrary notwithstanding, any money
held by the Trustee or any Paying Agent in trust for the payment and discharge
of the principal of, premium, if any, Liquidated Damages, if any, or interest on
any Security that remains unclaimed for two years after the date when each
payment of such principal, premium, Liquidated Damages, if any, or interest has
become payable shall, upon the request of the Company, be repaid by the Trustee
to the Company as its absolute property free from trust, and the Trustee shall
thereupon be released and discharged with respect thereto and the Holders shall
look only to the Company for the payment of the principal, premium or interest
on such Security. The Trustee shall not be liable to the Company or any Holder
for interest on funds held by it for the payment and discharge of the principal,
premium or interest on any of the Securities to any Holder. The Company shall
not be liable for any interest on the sums paid to it pursuant to this paragraph
and shall not be regarded as a trustee of such money.

SECTION 8.4 EXISTENCE.

            Subject to Article Six, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.


                                      -48-
<PAGE>


SECTION 8.5 STATEMENT BY OFFICERS AS TO DEFAULT.

            The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate (one of the signers of which shall be the Company's
principal executive, principal financial or principal accounting officer),
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they have knowledge.

            The Company will deliver to the Trustee, forthwith upon becoming
aware of any default in the performance or observance of any covenant, agreement
or condition contained in this Indenture, or any Event of Default, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to take
with respect thereto.

            Any notice required to be given under this Section 8.5 shall be
delivered to the Trustee at the Corporate Trust Office.

SECTION 8.6 DELIVERY OF CERTAIN INFORMATION.

            At any time when the Company is not subject to Section 13 or 15(d)
of the Exchange Act, upon the request of a Holder of a Security or the holder of
shares of Common Stock issued upon conversion thereof, the Company will promptly
furnish or cause to be furnished Rule 144A Information to such Holder of
Securities or such holder of shares of Common Stock issued upon conversion of
Securities, or to a prospective purchaser of any such security designated by any
such Holder or holder, as the case may be, to the extent required to permit
compliance by such Holder or holder with Rule 144A under the Securities Act (or
any successor provision thereto) in connection with the resale of any such
security; provided, however, that the Company shall not be required to furnish
such information in connection with any request made on or after the date that
is two years from the later of (a) the date such a security (or any such
predecessor security) was last acquired from the Company or (b) the date such a
security (or any such predecessor security) was last acquired from an
"affiliate" of the Company within the meaning of Rule 144 under the Securities
Act (or any successor provision thereto). "RULE 144A INFORMATION" shall be such
information as is specified pursuant to Rule 144A(d) (4) under the Securities
Act (or any successor provision thereto).

                                  ARTICLE NINE

                            REDEMPTION OF SECURITIES

SECTION 9.1 RIGHT OF REDEMPTION.

            The Securities may be redeemed in accordance with the provisions of
the form of Securities attached hereto as Exhibit A.


                                      -49-
<PAGE>


SECTION 9.2 APPLICABILITY OF ARTICLE.

            Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of the Securities or this
Indenture, shall be made in accordance with such provision and this Article
Nine.

SECTION 9.3 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

            In case of any redemption at the election of the Company of any of
the Securities, the Company shall, at least 40 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date.

SECTION 9.4 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

            If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee at least three
Business Days prior to the date that the notice described in Section 9.5 is
given from the Outstanding Securities not previously called for redemption by
lot or such method as the Trustee may deem fair and appropriate.

            The Trustee may select for redemption portions 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.

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

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

SECTION 9.5 NOTICE OF REDEMPTION.

            Notice of redemption shall be given in the manner provided in
Section 1.6 to the Holders of Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date, and such notice shall be
irrevocable.

            All notices of redemption shall identify the Securities to be
redeemed (including CUSIP numbers) and shall state:

            (a) the Redemption Date,

            (b) the Redemption Price, and accrued interest and Liquidated
Damages, if any,


                                      -50-
<PAGE>

            (c) if less than all Outstanding Securities are to be redeemed, the
aggregate principal amount of Securities to be redeemed,

            (d) that on the Redemption Date the Redemption Price, and accrued
interest and Liquidated Damages, if any, will become due and payable upon each
such Security to be redeemed, and that interest thereon shall cease to accrue on
and after said date,

            (e) the Conversion Rate, the date on which the right to convert the
Securities to be redeemed will terminate and the places where such Securities
may be surrendered for conversion, and

            (f) the place or places where such Securities are to be surrendered
for payment of the Redemption Price and accrued interest, if any.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name of and at the expense of the Company. Notice of
redemption of Securities to be redeemed at the election of the Company received
by the Trustee shall be given by the Trustee to each Paying Agent in the name of
and at the expense of the Company.

SECTION 9.6 DEPOSIT OF REDEMPTION PRICE.

            Not less than one Business Day prior to any Redemption Date, the
Company shall irrevocably deposit with the Trustee (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 8.3)
an amount of money (which shall be in immediately available funds on such
Redemption Date) sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities that are to be redeemed on that date other than any Securities called
for redemption on that date that have been converted prior to the date of such
deposit.

            If any Security called for redemption is converted, any money
deposited with the Trustee or so segregated and held in trust for the redemption
of such Security shall (subject to any right of the Holder or such Security or
any Predecessor Security to receive interest as provided in the last paragraph
of Section 2.8) be paid to the Company on Company Request or, if then held by
the Company, shall be discharged from such trust.

SECTION 9.7 SECURITIES PAYABLE ON REDEMPTION DATE.

            Notice of redemption having been given as aforesaid, the Securities
to be so redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price, including accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price together with accrued and unpaid
interest, and Liquidated Damages, if any, to the Redemption Date; provided,
however, that installments of interest on Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such on the
relevant Record Date according to their terms and the provisions of Section 2.8.


                                      -51-
<PAGE>


            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal amount of, premium, if any, and,
to the extent permitted by applicable law, accrued interest on such Security
shall, until paid, bear interest from the Redemption Date at the rate then in
effect, and such Security shall remain convertible until the principal of such
Security (or portion thereof, as the case may be) shall have been paid or duly
provided for.

SECTION 9.8 SECURITIES REDEEMED IN PART.

            Any Security that is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 8.2 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Registered Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

SECTION 9.9 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

            In connection with any redemption of the Securities, the Company may
arrange for the purchase and conversion of any Securities by an agreement with
one or more investment bankers or other purchasers (the "PURCHASERS") to
purchase such Securities by irrevocably paying to the Trustee in trust for the
Holders, on or before the Redemption Date, an amount not less than the
applicable Redemption Price, together with interest accrued and unpaid, and
Liquidated Damages, if any, to the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article Nine, the
obligation of the Company to pay the Redemption Price, together with interest
accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such Purchasers. If such an
agreement is entered into (a copy of which shall be filed with the Trustee prior
to the close of business on the second Business Day immediately prior to the
Redemption Date), any Securities called for redemption that are not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, and consistent with
any agreement or agreements with such Purchasers, to be acquired by such
Purchasers from such Holders and (notwithstanding anything to the contrary
contained in this Article Nine) surrendered by such Purchasers for conversion,
all as of immediately prior to the close of business on the Redemption Date (and
the right to convert any such Securities shall be extended through such time),
subject to payment of the above amount as aforesaid. At the direction of the
Company, the Trustee shall hold and dispose of any such amount paid to it by the
Purchasers to the Holders in the same manner as it would monies deposited with
it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set
forth in this Indenture, and the Company agrees to indemnify the Trustee from,
and hold it harmless against, any loss, liability or expense arising out of or
in connection with any such arrangement for the purchase and conversion of any
Securities


                                      -52-
<PAGE>


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

                                   ARTICLE TEN

                            CONVERSION OF SECURITIES

SECTION 10.1 CONVERSION PRIVILEGE AND CONVERSION RATE.

            Subject to and upon compliance with the provisions of this Article,
at the option of the Holder thereof, any Security or any portion of the
principal amount thereof that is U.S.$l,000 or an integral multiple of
U.S.$1,000 may be converted into fully paid and nonassessable shares (calculated
as to each conversion to the nearest 1/100th of a share) of Common Stock of the
Company at the Conversion Rate, determined as hereinafter provided, in effect at
the time of conversion. Such conversion right shall commence upon the original
issuance of the Securities and expire at the close of business on April 15,
2007, unless the Security has been previously redeemed or repurchased, subject,
in the case of conversion of any Global Security, to any Applicable Procedures.
In case a Security or portion thereof is called for redemption at the election
of the Company or the Holder thereof exercises his right to require the Company
to repurchase the Security, such conversion right in respect of the Security, or
portion thereof so called, shall expire at the close of business on the Business
Day immediately preceding the Redemption Date or the Repurchase Date, as the
case may be, unless the Company defaults in making the payment due upon
redemption or repurchase, as the case may be (in each case subject, as
aforesaid, to any Applicable Procedures with respect to any Global Security).

            The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "CONVERSION RATE") shall be initially 25.9680
shares of Common Stock for each U.S.$l,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article Ten.

SECTION 10.2 EXERCISE OF CONVERSION PRIVILEGE.

            In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 8.2, accompanied by a duly
signed and completed conversion notice substantially in the form attached hereto
as Exhibit C stating that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof
to be converted. Each Security surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of any Security or portion thereof that
has been called for redemption on a Redemption Date, or is to be repurchased on
a Repurchase Date, with the consequence that the conversion right of such
Security would terminate between such Regular Record Date and the close of
business on such Interest Payment Date) be accompanied by payment in New York
Clearing House funds or other funds acceptable


                                      -53-
<PAGE>

to the Company of an amount equal to the interest and Liquidated Damages, if
any, payable on such Interest Payment Date on the principal amount of such
Security (or part thereof, as the case may be) being surrendered for conversion.
The interest and Liquidated Damages, if any, so payable on such Interest Payment
Date, with respect to any Security (or portion thereof, if applicable) that is
surrendered for conversion during the period from the close of business on any
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date, shall be paid to the Holder of such Security as
of such Regular Record Date. Interest and Liquidated Damages, if any, payable in
respect of any Security surrendered for conversion on or after an Interest
Payment Date shall be paid to the Holder of such Security as of the next
preceding Regular Record Date, notwithstanding the exercise of the right of
conversion. Except as provided in this paragraph and subject to the last
paragraph of Section 2.8, no cash payment or adjustment shall be made upon any
conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof,
as the case may be) surrendered for conversion, or on account of any dividends
on the Common Stock issued upon conversion. The Company's delivery to the Holder
of the number of shares of Common Stock (and cash in lieu of fractions thereof,
as provided in this Indenture) into which a Security is convertible and any
rights and warrants pursuant to Section 10.4(m) will be deemed to satisfy the
Company's obligation to pay the principal amount of the Security.

            Securities shall be deemed to have been converted on the day of
surrender of such Securities for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Securities as
Holders shall cease, and the Person or Persons entitled to receive the Common
Stock issuable upon conversion shall be treated for all purposes as the record
holder or holders of such Common Stock at such time. As promptly as practicable
on or after the conversion date, the Company shall issue and deliver to the
Trustee, for delivery to the Holder, a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share, as provided in Section 10.3.

            All shares of Common Stock delivered upon such conversion of
Securities shall bear restrictive legends substantially in the form of the
legends required to be set forth on the Securities pursuant to Section 2.6 and
shall be subject to the restrictions on transfer provided in such legends.
Neither the Trustee nor any agent maintained for the purpose of such conversion
shall have any responsibility for the inclusion or content of any such
restrictive legends on such Common Stock; provided, however, that the Trustee or
any agent maintained for the purpose of such conversion shall have provided to
the Company or to the Company's transfer agent for such Common Stock, prior to
or concurrently with a request to the Company to deliver such Common Stock,
written notice that the Securities delivered for conversion are Securities.

            In the case of any Security that is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate and
make available for delivery to the Holder thereof, at the expense of the
Company, a new Registered Security or Securities of authorized denominations in
an aggregate principal amount equal to the unconverted portion of the principal
amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of
U.S.$1,000 and the principal amount of such security to remain Outstanding after
such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in
excess thereof.


                                      -54-
<PAGE>

SECTION 10.3 FRACTIONS OF SHARES.

            No fractional shares of Common Stock shall be issued upon conversion
of any Security or Securities. If more than one Security shall be surrendered
for conversion at one time by the same Holder, the number of full shares that
shall be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock that would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the closing sales price of our
Common Stock on the New York Stock Exchange (or, if not listed on the New York
Stock Exchange, such other national securities exchange or otherwise in the
over-the-counter market, as applicable) at the close of business on the day of
conversion.

SECTION 10.4 ADJUSTMENT OF CONVERSION RATE.

            The Conversion Rate shall be subject to adjustments from time to
time as follows:

            (a) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company payable in shares of
Common Stock, the Conversion Rate in effect at the opening of business on the
day following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Conversion Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective (subject to paragraph (l) of
this Section 10.4) immediately after the opening of business on the day
following the date fixed for such determination. For the purposes of this
paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

            (b) In case the Company shall issue rights, options or warrants to
all holders of its Common Stock entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price
per share (determined as provided in paragraph (h) of this Section 10.4) of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than any rights, options or
warrants (1) that by their terms will also be issued to any Holder upon
conversion of a Security into shares of Common Stock without any action required
by the Company or any other Person or (2) that are only exercisable upon the
occurrence of specified triggering event and such triggering event has not
occurred), the Conversion Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Conversion Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such


                                      -55-
<PAGE>


current market price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective (subject to
paragraph (l) of this Section 10.4) immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (b), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not issue any rights, options or
warrants in respect of shares of Common Stock held in the treasury of the
Company.

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

            (d) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock evidences of its indebtedness, shares of any
class of capital stock, or other property (including cash or assets or
securities, but excluding (1) any rights, options or warrants referred to in
paragraph (b) of this Section 10.4 and the distribution of rights to all holders
of Common Stock pursuant to the adoption of a stockholders' rights plan or the
detachment of such rights under the terms of such stockholders' rights plan, (2)
any dividend or distribution paid in cash, except as set forth in paragraphs (e)
and (f) of this Section 10.4, (3) any dividend or distribution referred to in
paragraph (a) of this Section 10.4 and (4) any merger or consolidation to which
Section 10.11 applies), the Conversion Rate shall be adjusted so that the same
shall equal the rate determined by dividing the Conversion Rate in effect
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (h) of this Section 10.4) of the Common
Stock on the date fixed for such determination less the then fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of the portion of the assets,
shares or evidences of indebtedness so distributed applicable to one share of
Common Stock and the denominator shall be such current market price per share of
the Common Stock, such adjustment to become effective (subject to paragraph (l)
of this Section 10.4) immediately prior to the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such distribution.

            In addition, if the Company implements a rights plan ("RIGHTS
PLAN"), the Company will provide under such Rights Plan that the Holders of the
Securities will receive, in addition to the Common Stock, the rights under the
Rights Plan (whether or not the rights under the Rights Plan have separated from
the Common Stock at the time of conversion), subject to any limitations set
forth in the Rights Plan.


                                      -56-
<PAGE>


            (e) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock cash (excluding cash portions of distribution
referred to in Section 10.4(d) and any cash that is distributed upon a merger or
consolidation to which Section 10.11 applies) in an aggregate amount that,
combined together with (1) the aggregate amount of any other cash distributions
to all holders of its Common Stock made exclusively in cash within the 365-day
period preceding the date of payment of such distribution and in respect of
which no adjustment pursuant to this paragraph (e) has been made and (2) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) of consideration payable in respect of any tender offer by the
Company or any Subsidiary for all or any portion of the Common Stock concluded
within the 365-day period preceding the date of payment of such distribution and
in respect of which no adjustment pursuant to paragraph (f) of this Section 10.4
has been made (the "COMBINED CASH AND TENDER AMOUNT") exceeds 10% of the product
of the current market price per share (determined as provided in paragraph (h)
of this Section 10.4) of the Common Stock on the date for the determination of
holders of shares of Common Stock entitled to receive such distribution times
the number of shares of Common Stock outstanding on such date (the "AGGREGATE
CURRENT MARKET PRICE"), then, and in each such case, immediately after the close
of business on such date for determination, subject to paragraph (l) of Section
10.4, the Conversion Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Conversion Rate in effect immediately prior to
the close of business on the date fixed for determination of the stockholders
entitled to receive such distribution by a fraction (A) the numerator of which
shall be equal to the current market price per share (determined as provided in
paragraph (h) of this Section 10.4) of the Common Stock on the date fixed for
such determination less an amount equal to the quotient of (i) the excess of
such combined cash and tender amount over 10% of such aggregate current market
price divided by (ii) the number of shares of Common Stock outstanding on such
date fixed for determination and (B) the denominator of which shall be equal to
the current market price per share (determined as provided in paragraph (h) of
this Section 10.4) of the Common Stock on such date fixed for determination.

            (f) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall be completed for an aggregate
consideration consisting of cash and/or property having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that combined together with (1) the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), of consideration payable in respect of any other tender offer by
the Company or any Subsidiary for all or any portion of the Common Stock
concluded within the 365-day period preceding the completion of such tender
offer and in respect of which no adjustment pursuant to this paragraph (f) has
been made and (2) the aggregate amount of any distributions to all holders of
the Company's Common Stock made exclusively in cash within the 365-day period
preceding the completion of such tender offer and in respect of which no
adjustment pursuant to paragraph (e) of this Section 10.4 has been made (the
"COMBINED TENDER AND CASH AMOUNT") exceeds 10% of the product of the current
market price per share of the Common Stock (determined as provided in paragraph
(h) of this Section 10.4) as of the completion of such tender offer (the
"COMPLETION DATE") times the number of shares of Common Stock outstanding
(including any tendered shares) as of the Completion Date, then, and in each
such case, immediately prior to the opening


                                      -57-
<PAGE>


of business on the day after the date of the Completion Date, the Conversion
Rate shall be adjusted so that the same shall equal the rate determined by
dividing the Conversion Rate immediately prior to close of business on the
Completion Date by a fraction (A) the numerator of which shall be equal to (i)
the product of (x) the current market price per share of the Common Stock
(determined as provided in paragraph (h) of this Section 10.4) on the Completion
Date multiplied by (y) the number of shares of Common Stock outstanding
(including any tendered shares) on the Completion Date less (ii) the combined
tender and cash amount, and (B) the denominator of which shall be equal to the
product of (x) the current market price per share of the Common Stock
(determined as provided in paragraph (h) of this Section 10.4) as of the
Completion Date multiplied by (y) the number of shares of Common Stock
outstanding (including any tendered shares) as of the Completion Date less the
number of all shares validly tendered and not withdrawn as of the Completion
Date (the shares deemed so accepted up to any such maximum, being referred to as
the "PURCHASED SHARES").

            (g) The reclassification of Common Stock into securities including
other than Common Stock (other than any reclassification upon a consolidation or
merger to which Section 10.11 applies) shall be deemed to involve (1) a
distribution of such securities other than Common Stock to all holders of Common
Stock (and the effective date of such reclassification shall be deemed to be
"the date fixed for the determination of stockholders entitled to receive such
distribution" and "the date fixed for such determination" within the meaning of
paragraph (d) of this Section 10.4), and (2) a subdivision or combination, as
the case may be, of the number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (c) of this Section 10.4).

            (h) For the purpose of any computation under paragraphs (b), (d),
(e) or (f) of this Section 10.4, the current market price per share of Common
Stock on any date shall be calculated by the Company and be deemed to be the
average of the daily Average Sales Prices Per Share for the five consecutive
Trading Days selected by the Company commencing not more than 10 Trading Days
before, and ending not later than, the earlier of the day in question and the
day before the "ex date" with respect to the issuance or distribution requiring
such computation. For purposes of this paragraph, the term "ex date," when used
with respect to any issuance or distribution, means the first date on which the
Common Stock trades regular way in the applicable securities market or on the
applicable securities exchange without the right to receive such issuance or
distribution.

            (i) No adjustment in the Conversion Rate shall be required unless
such adjustment (plus any adjustments not previously made by reason of this
paragraph (i)) would require an increase or decrease of at least one percent in
such rate; provided, however, that any adjustments which by reason of this
paragraph (i) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.


                                      -58-
<PAGE>


            (j) The Company may make such increases in the Conversion Rate, for
the remaining term of the Securities or any shorter term, in addition to those
required by paragraphs (a), (b), (c), (d), (e) and (f) of this Section 10.4, as
it considers to be advisable in order to avoid or diminish any income tax
liability to any holders of shares of Common Stock resulting from any dividend
or distribution of Common Stock or issuance of rights or warrants to purchase or
subscribe for Common Stock or from any event treated as such for income tax
purposes.

            To the extent permitted by applicable law, the Company from time to
time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days and the Board of Directors shall have
made a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive; provided, however, that such
increase shall not be taken into account for purposes of determining whether the
Average Sales Price Per Share of the Common Stock exceeds the Conversion Price
by 105% in connection with an event which would otherwise be a Change in
Control. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall give notice of the increase to the Holders of
Securities in the manner provided in Section 1.6 at least fifteen (15) days
prior to the date the increased Conversion Rate takes effect, and such notice
shall state the increased Conversion Rate and the period during which it will be
in effect.

            (k) Notwithstanding the foregoing provisions of this Section 10.4,
no adjustment of the Conversion Rate shall be required to be made (1) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends, (2) because of a tender or exchange offer of the
character described in Rule 13e-4(h) (5) under the Exchange Act or any successor
rule thereto or (3) as a result of a rights plan or poison pill implemented by
the Company.

            (l) In any case in which this Section 10.4 shall require that an
adjustment be made immediately following a record date, the Company may elect to
defer the effectiveness of such adjustment (but in no event until a date later
than the effective time of the event giving rise to such adjustment), in which
case the Company shall, with respect to any Security converted after such record
date and on and before such adjustment shall have become effective (1) defer
paying any cash payment pursuant to Section 10.3 hereof or issuing to the Holder
of such Security the number of shares of Common Stock issuable upon such
conversion in excess of the number of shares of Common Stock issuable thereupon
only on the basis of the Conversion Rate prior to adjustment, and (2) not later
than five Business Days after such adjustment shall have become effective, pay
to such Holder the appropriate cash payment pursuant to Section 10.3 hereof and
issue to such Holder the additional shares of Common Stock issuable on such
conversion. Notwithstanding the foregoing, no adjustment of the Conversion Rate
shall be made if the event giving rise to such adjustment does not occur.

            (m) In the event that the Company distributes rights or warrants
(other than those referred to in paragraph (b) above) pro rata to holders of
Common Stock, so long as any such rights or warrants have not expired or been
redeemed by the Company, the Company shall make proper provision so that the
Holder of any Security surrendered for conversion will be entitled to receive
upon such conversion, in addition to the Common Stock issuable upon conversion
of the Securities (the "CONVERSION SHARES"), a number of rights and warrants to
be determined as follows: (i) if such conversion occurs on or prior to the date
for the distribution to


                                      -59-
<PAGE>


the holders of rights or warrants of separate certificates evidencing such
rights or warrants (the "DISTRIBUTION DATE"), the same number of rights or
warrants to which a holder of a number of shares of Common Stock equal to the
number of Conversion Shares is entitled at the time of such conversion in
accordance with the terms and provisions of and applicable to the rights or
warrants, and (ii) if such conversion occurs after such Distribution Date, the
same number of rights or warrants to which a holder of the number of shares of
Common Stock into which the principal amount of such Security so converted was
convertible immediately prior to such Distribution Date would have been entitled
on such Distribution Date in accordance with the terms and provisions of and
applicable to the rights or warrants.

SECTION 10.5 NOTICE OF ADJUSTMENTS OF CONVERSION RATE.

            Whenever the Conversion Rate is adjusted as herein provided:

            (a) the Company shall compute the adjusted Conversion Rate in
accordance with Section 10.4 and shall prepare a certificate signed by the Chief
Financial Officer of the Company setting forth the adjusted Conversion Rate and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall promptly be filed with the Trustee and with the
Conversion Agent; and

            (b) upon each such adjustment, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall be
provided by the Company to all Holders in accordance with Section 1.6.

Neither the Trustee nor the Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours. Unless and until a Responsible Officer of the Trustee and Conversion
Agent receive notice of an adjusted Conversion Rate, the Trustee and the
Conversion Agent may rely without inquiry on the Conversion Rate most recently
in effect.

SECTION 10.6 NOTICE OF CERTAIN CORPORATE ACTION.

            In case:

            (a) the Company shall declare a dividend (or any other distribution)
on its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 10.4; or

            (b) the Company shall authorize the granting to the holders of its
Common Stock of rights, options or warrants to subscribe for or purchase any
shares of capital stock of any class or of any other rights; or

            (c) of any reclassification of the Common Stock of the Company, or
of any consolidation, merger or share exchange to which the Company is a party
and for which approval of any stockholders of the Company is required, or of the
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company; or


                                      -60-
<PAGE>


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

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 8.2, and shall cause
to be provided to all Holders in accordance with Section 1.6, at least 20 days
(or 10 days in any case specified in clause (a) or (b) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (1)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined or
(2) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up. Neither the failure to give such notice or the notice
referred to in the following paragraph nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (a) through (d) of
this Section 10.6. If at the time the Trustee shall not be the Conversion Agent,
a copy of such notice shall also forthwith be filed by the Company with the
Trustee.

            The Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section 8.2,
and shall cause to be provided to all Holders in accordance with Section 1.6,
notice of any tender offer by the Company or any Subsidiary for all or any
portion of the Common Stock at or about the time that such notice of tender
offer is provided to the public generally.

SECTION 10.7 COMPANY TO RESERVE COMMON STOCK.

            The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all Outstanding Securities.

SECTION 10.8 TAXES ON CONVERSIONS.

            Except as provided in the next sentence, the Company will pay any
and all transfer, stamp, documentary and other similar taxes and duties that may
be payable in respect of the issue or delivery of shares of Common Stock on
conversion of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax or duty which may be payable in respect of any transfer
involved in the issue and delivery of shares of Common Stock in a name other
than that of the Holder of the Security or Securities to be converted, and no
such issue or delivery shall be made unless and until the Person requesting such
issue has paid to the Company the amount of any such tax or duty or has
established to the satisfaction of the Company that such tax or duty has been
paid.


                                      -61-
<PAGE>


SECTION 10.9 COVENANT AS TO COMMON STOCK.

            The Company agrees that all shares of Common Stock that may be
delivered upon conversion of Securities, upon such delivery, will be newly
issued shares and will have been duly authorized and validly issued and will be
fully paid and nonassessable and, except as provided in Section 10.8, the
Company will pay all taxes, liens and charges with respect to the issue thereof.

SECTION 10.10 CANCELLATION OF CONVERTED SECURITIES.

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

SECTION 10.11 PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

            In case of any consolidation or merger of the Company with or into
any other Person, any merger of another Person with or into the Company (other
than a merger that does not result in any reclassification, conversion, exchange
or cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company, the Person formed by such consolidation or resulting from such
merger or that acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then Outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 11.1, to
convert such Security only into the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease, assuming such
holder of Common Stock of the Company (a) is not a Person with which the Company
consolidated or merged with or into or that merged into or with the Company or
to which such conveyance, sale, transfer or lease was made, as the case may be
(a "CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (b) failed
to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer, or lease is not the same for each share of Common
Stock of the Company held immediately prior to such consolidation, merger,
conveyance, sale, transfer or lease by others than a Constituent Person or an
Affiliate thereof and in respect of which such rights of election shall not have
been exercised ("NON-ELECTING SHARE"), then for the purpose of this Section
10.11 the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer or lease by the holders
of each Non-electing Share shall be deemed to be the kind and amount so
receivable per share by a plurality of the Non-electing Shares). Such
supplemental indenture shall provide for adjustments that, for events subsequent
to the effective date of such supplemental indenture, shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section 10.11 shall similarly apply to
successive consolidations, mergers, conveyances, sales, transfers or leases.
Notice of the execution of such a supplemental indenture


                                      -62-
<PAGE>

shall be given by the Company to the Holder of each Security as provided in
Section 1.6 promptly upon such execution.

            Neither the Trustee nor the Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment but may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, an Officers Certificate or an Opinion of
Counsel with respect thereto, which the Company shall cause to be furnished to
the Trustee upon request.

SECTION 10.12 RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

            The Trustee, subject to the provisions of Section 5.1, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine whether any facts exist that may require
any adjustment of the Conversion Rate, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same, or whether a supplemental indenture need be entered into. Neither the
Trustee, subject to the provisions of Section 5.1, nor any Conversion Agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any Common Stock, or of any other securities or property or cash,
that may at any time be issued or delivered upon the conversion of any Security;
and it or they do not make any representation with respect thereto. Neither the
Trustee, subject to the provisions of Section 5.1, nor any Conversion Agent
shall be responsible for any failure of the Company to make or calculate any
cash payment or to issue, transfer or deliver any shares of Common Stock or
share certificates or other securities or property or cash upon the surrender of
any Security for the purpose of conversion; and the Trustee, subject to the
provisions of Section 5.1, and any Conversion Agent shall not be responsible for
any failure of the Company to comply with any of the covenants of the Company
contained in this Article.

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

SECTION 11.1 SECURITIES SUBORDINATE TO SENIOR DEBT.

            The Company covenants and agrees, and each Holder of a Security by
his acceptance thereof likewise covenants and agrees, that to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article Three) the indebtedness represented by the Securities and the payment of
the principal of (and premium, if any) and interest on, and any payment of the
Repurchase Price with respect to, each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full in cash or Cash Equivalents of all Senior Debt.


                                      -63-
<PAGE>

SECTION 11.2 NO PAYMENTS IN CERTAIN CIRCUMSTANCES; PAYMENT OVER OF PROCEEDS UPON
             DISSOLUTION, ETC.

            No payment on account of principal of, premium, if any, or interest
(and Liquidated Damages, if any) on, or redemption or repurchase of, the
Securities shall be made if, at the time of such payment: (a) a default in the
payment of principal, premium, if any, or interest or other amounts due on or in
connection with any Senior Debt, including any default under any redemption or
repurchase obligation, occurs and is continuing (or, in the case of Senior Debt
for which there is a period of grace, in the event of such a default that
continues beyond the period of grace, if any, specified in the instrument or
lease evidencing such Senior Debt), unless and until such default shall have
been cured or waived or shall have ceased to exist; or (b) a default, other than
a payment default, on Designated Senior Debt occurs and is continuing that then
permits holders of such Designated Senior Debt to accelerate its maturity and
the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from
the Company, a holder of Designated Senior Debt or a Representative.
Notwithstanding the foregoing, the Company may make, and the Trustee may receive
and shall apply, any payment in respect of the Securities (for principal,
premium, if any, or interest (and Liquidated Damages, if any) or repurchase) if
such payment was made prior to the occurrence of any of the contingencies
specified in clauses (a) and (b) above.

            If the Trustee receives any Payment Blockage Notice pursuant to
clause (b) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section 11.2 unless and until (1) at least 365 days shall have
elapsed since the effectiveness of the immediately prior Payment Blockage Notice
and (2) all scheduled payments of principal, premium, if any, interest and
Liquidated Damages, if any, on the Securities that have come due have been paid
in full in cash. No nonpayment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice unless such existing
nonpayment default has been cured for a period of at least 90 days.

            The Company may and shall resume payments on and distributions in
respect of the Securities (including missed payments, if any) upon the earlier
of: (A) the date upon which the default is cured or waived, or (B) in the case
of a default referred to in clause (b) of the second preceding paragraph, 179
days after notice is received if the maturity of such Designated Senior Debt has
not been accelerated such that such debt is then presently payable, unless this
Indenture otherwise prohibits the payment or distribution at the time of such
payment or distribution.

            Upon (i) any acceleration of the principal amount due on the
Securities or (ii) any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
any dissolution, winding up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all principal of, premium, if any, sinking
fund and interest or other amounts due, or to become due, upon or in connection
with all Senior Debt shall first be paid in full in cash or Cash Equivalents, or
payment thereof provided for in cash or Cash Equivalents in accordance with its
terms, before any payment is made on account of the principal of, premium, if
any, or interest (and Liquidated Damages, if any) on, or repurchase of, the


                                      -64-
<PAGE>

indebtedness evidenced by the Securities, and upon any such dissolution or
winding up or liquidation or reorganization any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders of
the Securities or by the Trustee under this Indenture if received by them or it,
as the case may be, directly to the holders of Senior Debt (pro rata to each
such holder on the basis of the respective amounts of Senior Debt held by such
holder) or their representatives, to the extent necessary to pay all Senior Debt
in full, in cash or Cash Equivalents, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt, before any payment
or distribution is made to the Holders of the Securities or to the Trustee under
this Indenture.

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

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

SECTION 11.3 TRUSTEE TO EFFECTUATE SUBORDINATION.

            Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the


                                      -65-
<PAGE>


subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

SECTION 11.4 NO WAIVER OF SUBORDINATION PROVISIONS.

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

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

SECTION 11.5 NOTICE TO TRUSTEE.

            The Company shall give prompt written notice to the Trustee of any
fact known to the Company that would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Debt or from any trustee,
agent or representative therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 5.1, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 11.5
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including without limitation the payment of the principal of
(and premium, if any) or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
that may be received by it within two Business Days prior to such date.

            Subject to the provisions of Section 5.1, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee, agent or
representative therefor) to establish that such notice has been given by a


                                      -66-
<PAGE>

holder of Senior Debt (or a trustee, agent or representative therefor). In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article Eleven, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article Eleven, and if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.

SECTION 11.6 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

            Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee, subject to the provisions of Section 5.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 11.7 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

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

SECTION 11.8 RELIANCE BY HOLDERS OF SENIOR DEBT ON SUBORDINATION PROVISIONS.

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


                                      -67-
<PAGE>

SECTION 11.9 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION OF
             TRUSTEE'S RIGHTS.

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

            Nothing in this Article Eleven shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 5.7.

SECTION 11.10 ARTICLE APPLICABLE TO PAYING AGENTS.

            In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article Eleven in addition to or in place of the Trustee;
provided, however, that Section 11.9 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 11.11 CERTAIN CONVERSIONS AND REPURCHASES DEEMED PAYMENT.

            For the purposes of this Article Eleven only, (a) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article Ten or upon the repurchase of Securities in accordance with Article
Twelve shall not be deemed to constitute a payment or distribution on account of
the principal of or premium or interest or Liquidated Damages on Securities or
on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, 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
11.11, the term "junior securities" means (1) shares of any stock of any class
of the Company and any cash, property or securities into which the Securities
are convertible pursuant to Article Ten and (2) securities of the Company that
are subordinated in right of payment to all Senior Debt that may be outstanding
at the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article Eleven. Nothing contained in this Article Eleven 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 Debt and the
Holders of the Securities, the right, which is absolute and unconditional, of
the Holder of any Security to convert such Security in accordance with Article
Ten or to exchange such Security for Common Stock in accordance with Article
Twelve if the Company elects to satisfy the obligations under Article Twelve by
the delivery of Common Stock.


                                      -68-
<PAGE>


                                 ARTICLE TWELVE

  REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

SECTION 12.1 RIGHT TO REQUIRE REPURCHASE.

            In the event that a Change in Control shall occur, then each Holder
shall have the right, at the Holder's option, but subject to the provisions of
Section 12.2, 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 U.S.$1,000 or any greater integral multiple of
U.S.$1,000, on the date (the "REPURCHASE DATE") that is fixed by the Company at
a cash purchase price equal to 100% of the principal amount of the Securities to
be repurchased plus interest accrued to the Repurchase Date (the "REPURCHASE
PRICE"); provided, however, that installments of interest and Liquidated
Damages, if any, on Securities whose Stated Maturity is on or prior to the
Repurchase Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such on the relevant Record Date
according to their terms and the provisions of Section 2.8. The Repurchase Date
will be determined by the Company in the following manner: (i) the Company will
give notice of the Change in Control as contemplated in Section 12.3(a); (ii)
each Holder electing to exercise the repurchase right must deliver, on or before
the thirtieth (30th) day (or such greater period as may be required by
applicable law) after the date of the Company's notice provided in provision (i)
above: (A) irrevocable written notice to the trustee of such Holder's exercise
of its repurchase right, and (B) the Securities with respect to which such
repurchase right is being exercised; and (iii) the Company will make the
repurchase on a date that is no later than 45 days after the Holder has
delivered the notice provided in proviso (ii) above. Such right to require the
repurchase of the Securities shall not continue after a discharge of the Company
from its obligations with respect to the Securities in accordance with Article
Three unless a Change in Control shall have occurred prior to such discharge. At
the option of the Company, the Repurchase Price may be paid in cash or, subject
to the fulfillment by the Company of the conditions set forth Section 12.2, by
delivery of shares of Common Stock or in a combination of cash and Common Stock
having a fair market value equal to the Repurchase Price. Whenever in this
Indenture (including Sections 2.2, 4.1(a) and 4.8) there is a reference, in any
context, to the principal of any Security as of any time, such reference shall
be deemed to include reference to the Repurchase Price that has become and
remains payable in respect of such Security to the extent that such Repurchase
Price is, was or would be so payable at such time, and express mention of the
Repurchase Price in any provision of this Indenture shall not be construed as
excluding the Repurchase Price in those provisions of this Indenture when such
express mention is not made; provided, however, that for the purposes of Article
Eleven such reference shall be deemed to include reference to the Repurchase
Price only to the extent the Repurchase Price is payable in cash.

            For purposes of this Section 12.1, the fair market value of shares
of Common Stock shall be determined by the Company and shall be equal to 95% of
the average of the high and low sales price per share of the Common Stock on the
New York Stock Exchange (or, if not listed on the New York Stock Exchange, such
other national securities exchange or otherwise in


                                      -69-
<PAGE>

the over-the-counter market, as applicable) for each of the five consecutive
Trading Days immediately preceding and including the third Trading Day prior to
the Repurchase Date.

SECTION 12.2 CONDITIONS TO THE COMPANY'S ELECTION TO PAY THE REPURCHASE PRICE IN
             COMMON STOCK.

            The Company may elect to pay the Repurchase Price by delivery of
shares of Common Stock pursuant to Section 12.1 if and only if the following
conditions shall have been satisfied:

            (a) As to each Holder, the Repurchase Price shall be paid only in
cash in the event any shares of Common Stock to be issued to such Holder upon
repurchase of Securities hereunder (1) require registration under any federal
securities law before such shares may be freely transferable without being
subject to any transfer restrictions under the Securities Act upon repurchase
and if such registration is not completed or does not become effective prior to
the Repurchase Date or (2) require registration with or approval of any
governmental authority under any state law or any other federal law before such
shares may be validly issued or delivered upon repurchase and if such
registration is not completed or does not become effective or such approval is
not obtained prior to the Repurchase Date;

            (b) Payment of the Repurchase Price may not be made in Common Stock
unless such stock is, or shall have been, approved for quotation on The Nasdaq
Stock Market or listed or quoted on a national securities exchange or other
quotation system, in either case, prior to the Repurchase Date; and

            (c) All shares of Common Stock that may be issued upon repurchase of
Securities will be issued out of the Company's authorized but unissued Common
Stock will and, upon issue, be duly and validly issued and fully paid and
non-assessable and free of any preemptive rights.

            If all of the conditions set forth in this Section 12.2 are not
satisfied in accordance with the terms thereof, the Repurchase Price shall be
paid by the Company only in cash.

SECTION 12.3 NOTICES; METHOD OF EXERCISING REPURCHASE RIGHT, ETC.

            (a) Unless the Company shall have theretofore called for redemption
all of the Outstanding Securities, on or before the thirtieth day after the
occurrence of a Change in Control, the Company or, at the request and expense of
the Company on or before the thirtieth day after such occurrence, the Trustee,
shall give to all Holders of Securities, in the manner provided in Section 1.6,
notice (the "COMPANY NOTICE") of the occurrence of the Change in Control and of
the repurchase right set forth herein arising as a result thereof. The Company
shall also deliver a copy of such notice of a repurchase right to the Trustee.

            Each notice of a repurchase right shall state:

            (1) the Repurchase Date,

            (2) the date by which the repurchase right must be exercised,


                                      -70-
<PAGE>


            (3) the Repurchase Price, and whether the Repurchase Price shall be
        paid by the Company in cash or by delivery of shares of Common Stock,

            (4) a description of the procedure that a Holder must follow to
        exercise a repurchase right, and the place or places where such
        Securities are to be surrendered for payment of the Repurchase Price and
        accrued interest and Liquidated Damages, if any,

            (5) that on the Repurchase Date, the Repurchase Price, and accrued
        interest and Liquidated Damages, if any, will become due and payable
        upon each such Security designated by the Holder to be repurchased and
        that interest thereon shall cease to accrue on and after said date,

            (6) the Conversion Rate then in effect, the date on which the right
        to convert the principal amount of the Securities to be repurchased will
        terminate and the place or places where such Securities may be
        surrendered for conversion,

            (7) the place or places that the Notice of Election of Holder to
        Require Repurchase attached hereto as Exhibit B, shall be delivered, and
        the form of such notice, and

            (8) the CUSIP number or numbers of such Securities.

            No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a repurchase right or affect
the validity of the proceedings for the repurchase of Securities.

            If any of the foregoing provisions or other provisions of this
Article Twelve are inconsistent with applicable law, such law shall govern.

            (b) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the thirtieth day (or such greater period as may be
required by applicable law) after the date of the Company Notice (1) written
notice of the Holder's exercise of such right, which notice shall set forth the
name of the Holder, the principal amount of the Securities to be repurchased
(and, if any Security is to repurchased in part, the serial number thereof, the
portion of the principal amount thereof to be repurchased and the name of the
Person in which the portion thereof to remain Outstanding after such repurchase
is to be registered) and a statement that an election to exercise the repurchase
right is being made thereby, and, in the event that the Repurchase Price shall
be paid in shares of Common Stock, the name or names (with addresses) in which
the certificate or certificates for shares of Common Stock shall be issued, and
(2) the Securities with respect to which the repurchase right is being
exercised. Such written notice shall be irrevocable, except that the right of
the Holder to convert the Securities with respect to which the repurchase right
is being exercised shall continue until the close of business on the Business
Day immediately preceding the Repurchase Date.

            (c) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid to the Trustee
the Repurchase Price in cash or shares of Common Stock, as provided above, for
payment to the Holder on the Repurchase Date or, if shares of Common Stock are
to be paid, as promptly after the Repurchase


                                      -71-
<PAGE>


Date as practicable, together with accrued and unpaid interest and Liquidated
Damages, if any, to the Repurchase Date payable with respect to the Securities
as to which the purchase right has been exercised; provided, however, that
installments of interest that mature on or prior to the Repurchase Date shall be
payable in cash to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Date.

            (d) If any Security (or portion thereof) surrendered for repurchase
shall not be so paid on the Repurchase Date, the principal amount of such
Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Repurchase Date at
the rate then in effect per annum, and each Security shall remain convertible
into Common Stock until the principal of such Security (or portion thereof, as
the case may be) shall have been paid or duly provided for.

            (e) Any Security that is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

            (f) Any issuance of shares of Common Stock in respect of the
Repurchase Price shall be deemed to have been effected immediately prior to the
close of business on the Repurchase Date and the Person or Persons in whose name
or names any certificate or certificates for shares of Common Stock shall be
issuable upon such repurchase shall be deemed to have become on the Repurchase
Date the holder or holders of record of the shares represented thereby;
provided, however, that any surrender for repurchase on a date when the stock
transfer books of the Company shall be closed shall constitute the Person or
Persons in whose name or names the certificate or certificates for such shares
are to be issued as the record holder or holders thereof for all purposes at the
opening of business on the next succeeding day on which such stock transfer
books are open. No payment or adjustment shall be made for dividends or
distributions on any Common Stock issued upon repurchase of any Security
declared prior to the Repurchase Date.

            (g) No fractions of shares shall be issued upon repurchase of
Securities. If more than one Security shall be repurchased from the same Holder
and the Repurchase Price shall be payable in shares of Common Stock, the number
of full shares that shall be issuable upon such repurchase shall be computed on
the basis of the aggregate principal amount of the Securities so repurchased.
Instead of any fractional share of Common Stock that would otherwise be issuable
on the repurchase of any Security or Securities, the Company will deliver to the
applicable Holder its check for the current market value of such fractional
share. The current market value of a fraction of a share is determined by
multiplying the current market price of a full share by the fraction and
rounding the result to the nearest cent. For purposes of this Section 12.3, the
current market price of a share of Common Stock is the average of the high


                                      -72-
<PAGE>


and low sales price per Share of the Common Stock on the Trading Day immediately
preceding the Repurchase Date.

            (h) Any issuance and delivery of certificates for shares of Common
Stock on repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such certificates or for any tax or duty in
respect of the issuance or delivery of such certificates or the securities
represented thereby; provided, however, that the Company shall not be required
to pay any tax or duty that may be payable in respect of (1) income of the
Holder or (2) any transfer involved in the issuance or delivery of certificates
for shares of Common Stock in a name other than that of the Holder of the
Securities being repurchased, and no such issuance or delivery shall be made
unless and until the Person requesting such issuance or delivery has paid to the
Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

            (i) All Securities delivered for repurchase shall be delivered to
the Trustee to be canceled at the direction of the Trustee, which shall dispose
of the same as provided in Section 2.10.

                                ARTICLE THIRTEEN

         HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 13.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

            The Company will furnish or cause to be furnished to the Trustee:

            (a) semi-annually, not more than 15 days after the Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities as of such Regular Record Date, and

            (b) at such other times as the Trustee may reasonably request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that no such list need be furnished so long as the Trustee is
acting as Security Registrar.

SECTION 13.2 PRESERVATION OF INFORMATION.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 13.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 13.1 upon receipt of a new list so furnished.

            (b) After this Indenture has been qualified under the Trust
Indenture Act, the rights of Holders to communicate with other Holders with
respect to their rights under this


                                      -73-
<PAGE>

Indenture or under the Securities, and the corresponding rights and duties of
the Trustee, shall be as provided by the Trust Indenture Act.

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

SECTION 13.3 NO RECOURSE AGAINST OTHERS.

            An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. Such waiver and release shall be part of the consideration for the
issue of the Securities.

SECTION 13.4 REPORTS BY TRUSTEE.

            (a) After this Indenture has been qualified under the Trust
Indenture Act, the Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided therein. If required
by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days
after each ________ following the date of this Indenture, deliver to Holders a
brief report, dated as of such ________, that complies with the provisions of
such Section 313(a).

            (b) After this Indenture has been qualified under the Trust
Indenture Act, a copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when the Securities are listed on any
stock exchange.

SECTION 13.5 REPORTS BY COMPANY.

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

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt thereof 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).


                                      -74-
<PAGE>


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

                                         Skechers U.S.A., Inc.


                                         By /s/ DAVID WEINBERG
                                            -------------------------
                                            Name:  David Weinberg
                                            Title: Chief Financial Officer

                                         Wells Fargo Bank, National Association,
                                         as Trustee


                                         By /s/ JEANIE MAR
                                            -------------------------
                                            Name:  Jeanie Mar
                                            Title: Vice President
<PAGE>


                                                                       EXHIBIT A

[FORM OF FACE]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED SECURITY OTHER
THAN ANY RESTRICTED GLOBAL SECURITY:

            THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

            THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT THAT PRIOR TO SUCH TRANSFER PROVIDES TO THE TRUSTEE FOR THE NOTES
A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE RESTRICTIONS ON TRANSFER OF THE NOTES (THE FORM OF THE LETTER CAN BE
OBTAINED FROM THE TRUSTEE OF THE NOTES), (4) PURSUANT TO ANOTHER EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) (AND BASED UPON AN OPINION
OF COUNSEL ACCEPTABLE TO SKECHERS U.S.A., INC.) OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

            THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME
TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY
SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL
BE DEEMED BY THE ACCEPTANCE OF

<PAGE>


THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED GLOBAL
SECURITY:

        THIS NOTE AND ANY CLASS A COMMON SHARES ISSUABLE UPON THE CONVERSION OF
THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

THIS NOTE AND ANY CLASS A COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT THAT PRIOR TO SUCH TRANSFER PROVIDES TO THE TRUSTEE FOR THE NOTES
A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE RESTRICTIONS ON TRANSFER OF THE NOTES (THE FORM OF THE LETTER CAN BE
OBTAINED FROM THE TRUSTEE FOR THE NOTES), (4) PURSUANT TO ANOTHER EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) (AND BASED UPON AN OPINION
OF COUNSEL ACCEPTABLE TO SKECHERS U.S.A., INC.) OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

        THIS NOTE, ANY CLASS A COMMON SHARES ISSUABLE UPON ITS CONVERSION AND
ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO
MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH
SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS


                                      A-2
<PAGE>


NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH
SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

            THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY,
THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL
PURPOSES.]

        [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY
FOR WHICH THE DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY:

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


                                      A-3
<PAGE>

SKECHERS U.S.A., INC.

        ____% CONVERTIBLE SUBORDINATED NOTE DUE __________, 2007

        NO. ____________     U.S.$_____

CUSIP NO. ___________

        Skechers U.S.A., Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of _____________ United States Dollars (U.S.$ _____)
[IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (WHICH PRINCIPAL AMOUNT
MAY FROM TIME TO TIME BE INCREASED OR DECREASED TO SUCH OTHER PRINCIPAL AMOUNTS
(WHICH, TAKEN TOGETHER WITH THE PRINCIPAL AMOUNTS OF ALL OTHER OUTSTANDING
SECURITIES, SHALL NOT EXCEED $___,000,000 IN THE AGGREGATE AT ANY TIME, UNLESS
THE INITIAL PURCHASER EXERCISES AS OVER-ALLOTMENT RIGHTS, IN WHICH CASE THE
PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES SHALL NOT EXCEED U.S.
$___,000,000) BY ADJUSTMENTS MADE ON THE RECORDS OF THE TRUSTEE HEREINAFTER
REFERRED TO IN ACCORDANCE WITH THE INDENTURE)] on _________, 2007, unless
redeemed or repurchased on an earlier date, and to pay interest thereon, from
_________, 2002, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, semiannually in
arrears on _________ and __________ in each year (each, an "Interest Payment
Date"), commencing ____________, 2002, at the rate of ____% per annum, until the
principal hereof is due, and at the rate then in effect on any overdue principal
and premium, if any, and, to the extent permitted by law, on any overdue
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the __________ and _________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Company, notice whereof shall be given to Holders of Registered
Securities not less than ten days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. Payments of principal shall be made upon the surrender of this
Security at the option of the Holder at the Corporate Trust Office or at such
other office or agency of the Company as may be designated by it for such
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, or at such other
offices or agencies as the Company may designate, by United States Dollar check
drawn on, or wire transfer to, a United States Dollar account (such a wire
transfer to be made only to a Holder of an aggregate principal amount of
Registered Securities in excess of U.S.$2,000,000 and only if such Holder shall
have furnished wire instructions in writing to the Trustee no later than 15 days
prior


                                      A-4
<PAGE>


to the relevant payment date) maintained by the payee. Payment of interest on
this Security may be made by United States Dollar check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or, upon written application by the Holder to the Security Registrar
setting forth wire instructions not later than the relevant Record Date, by wire
transfer to a United States dollar account (such a wire transfer to be made only
to a Holder of an aggregate principal amount of Registered Securities in excess
of U.S.$2,000,000 and only if such Holder shall have furnished wire instructions
in writing to the Trustee no later than 15 days prior to the relevant payment
date) maintained by the payee.

        Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

        Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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


                                      A-5
<PAGE>


                                            SKECHERS U.S.A., INC.


                                            By:______________________________
                                               Name:
                                               Title:
Attest:



------------------------------
Name:


Dated:  April 9, 2002

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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee



By:     ______________________________
        Authorized Signatory


                                      A-6
<PAGE>


                                [FORM OF REVERSE]

        This Security is one of a duly authorized issue of securities of the
Company designated as its "____% Convertible Subordinated Notes due _______,
2007" (herein called the "Securities"), limited in aggregate principal amount to
U.S.$___,000,000 (U.S.$___,000,000 if the over-allotment is fully exercised),
issued and to be issued under an Indenture, dated as of _________, 2002 (herein
called the "Indenture"), between the Company and Wells Fargo Bank, National
Association, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Debt and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture and subject to certain limitations set
forth therein, Registered Securities are exchangeable for a like aggregate
principal amount of Registered Securities of any authorized denominations as
requested by the Holder surrendering the same upon surrender of the Registered
Security or Registered Securities to be exchanged at the Corporate Trust Office.
The Trustee upon such surrender by the Holder will issue the new Registered
Securities in the requested denominations.

        No sinking fund is provided for the Securities.

        The Securities are subject to redemption at the option of the Company at
any time on or after ________, 2005, in whole or in part, upon not less than 30
nor more than 60 days' notice to the Holders prior to the Redemption Date at the
following Redemption Prices (expressed as percentages of the principal amount)
for the twelve-month period beginning on _________ of the following years
(__________ through __________ in the case of the first of such periods):

<TABLE>
<CAPTION>
YEAR                                                            REDEMPTION PRICE
----                                                            ----------------
<S>                                                             <C>
2005..............................................................  _______%
2006..............................................................  _______%
</TABLE>

and thereafter at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued interest to, but excluding the Redemption
Date; provided, however, that interest installments on Securities whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.

        The Securities are subject to redemption at the option of the Company at
any time before _________, 2005 ("Provisional Redemption"), in whole or in part,
upon not less than 30 nor more than 60 days' notice to the Holders prior to the
Redemption Date at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued interest and Liquidated Damages, if any,
to, but excluding, the Redemption Date, if (a) the closing price of


                                      A-7
<PAGE>


the Company's Common Stock has exceeded 150% of the Conversion Price then in
effect for at least 20 trading days within a period of 30 consecutive trading
days ending on the trading day immediately before the date of mailing of the
notice of the Provisional Redemption, and (b) the Shelf Registration Statement
is effective and available for use and is expected to remain effective and
available for use for the 30 days following the Redemption Date, unless
registration is no longer required. Upon any Provisional Redemption, the Company
will pay to the Holders cash or Common Stock, or in a combination of cash and
Common Stock, with respect to the Securities called for Provisional Redemption,
and previously converted after the notice of Provisional Redemption and before
to the date of the Provisional Redemption, in an amount equal to $______ per
$1,000 principal amount of the Securities, less the amount of any interest paid
on the Securities before the date of the Provisional Redemption. For purposes of
any such payment in Common Stock, the value of such Common Stock will be at 95%
of the average of the closing sales prices of the Company's Common Stock for
each of the five trading days ending with the third trading day immediately
prior to the Redemption Date.

        In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Registered Securities for a
period of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Securities called for such redemption (it being understood
that the Company will not be required to identify the serial numbers of
Outstanding Securities if all such Securities are called for redemption) or (b)
to register the transfer or exchange of any Registered Security, or portion
thereof, called for redemption.

        Notice to the Holders will be given not less than 30 nor more than 60
days prior to the Redemption Date as provided in the Indenture.

        In any case where the due date for the payment of the principal of,
premium, if any, Liquidated Damages, if any, or interest on any Security or the
last day on which a Holder of a Security has a right to convert his Security
shall be, at any Place of Payment or Place of Conversion, as the case may be, a
day on which banking institutions at such Place of Payment or Place of
Conversion are authorized or obligated by law or executive order to close, then
payment of principal, premium, if any, Liquidated Damages, if any, or interest
or delivery for conversion of such Security need not be made on or by such date
at such place but may be made on or by the next succeeding day at such place
which is not a day on which banking institutions are authorized or obligated by
law or executive order to close, with the same force and effect as if made on
the date for such payment or the date fixed for redemption or repurchase, or by
such last day for conversion, and no interest shall accrue on the amount so
payable for the period from and after such due date.

        Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time following the
original issue date of the Securities and on or before the close of business on
_________, 2007, or in case this Security or a portion hereof is called for
redemption or the Holder hereof has exercised his right to require the Company
to repurchase this Security or such portion hereof, then in respect of this
Security until

                                      A-8
<PAGE>

and including, but (unless the Company defaults in making the payment due upon
redemption or repurchase, as the case may be) not after, the close of business
on the Business Day immediately preceding the Redemption Date or the Repurchase
Date, as the case may be, to convert this Security or any portion of the
principal amount hereof that is an integral multiple of U.S.$1,000 (provided
that the unconverted portion of such principal amount is U.S.$1,000 or any
integral multiple of U.S.$1,000 in excess thereof) into fully paid and
nonassessable shares of Common Stock of the Company at an initial Conversion
Rate of _________ (or at the current adjusted Conversion Rate if an adjustment
has been made as provided in the Indenture) by surrender of this Security, duly
endorsed or assigned to the Company or in blank and, in case such surrender
shall be made during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (except if this Security has been called for redemption on
a Redemption Date or is repurchasable on a Repurchase Date, with the consequence
that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date), also
accompanied by payment in New York Clearing House or other funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Security then being converted, and also the
conversion notice hereon duly executed, to the Company at the Corporate Trust
Office, or at such other office or agency of the Company, subject to any laws or
regulations applicable thereto and subject to the right of the Company to
terminate the appointment of any Conversion Agent (as defined below) as may be
designated by it for such purpose in the Borough of Manhattan, The City of New
York, or at such other offices or agencies as the Company may designate (each a
"Conversion Agent"), provided, further, that in case surrender of this Security
for conversion shall be made during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date and if this Security or portion hereof
has been called for redemption on a Redemption Date or is repurchasable on a
Repurchase Date, with the consequence that the conversion right of such Security
would terminate between such Regular Record Date and the close of business on
such Interest Payment Date, then the Holder of this Security will be entitled to
receive the interest accruing hereon from the Interest Payment Date next
preceding the date of such conversion to such succeeding Interest Payment Date
and shall not be required to pay such interest upon surrender of this Security
for conversion. Subject to the provisions of the preceding sentence and, in the
case of a conversion after the close of business on the Regular Record Date next
preceding any Interest Payment Date and on or before the close of business on
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security of record as of such Regular Record Date) to receive the
related installment of interest to the extent and under the circumstances
provided in the Indenture, no cash payment or adjustment is to be made on
conversion for interest accrued hereon from the Interest Payment Date next
preceding the day of conversion, or for dividends on the Common Stock issued on
conversion hereof. The Company shall thereafter deliver to the Holder the fixed
number of shares of Common Stock (together with any cash adjustment or rights or
warrants, as provided in the Indenture) into which this Security is convertible
and such delivery will be deemed to satisfy the Company's obligation to pay the
principal amount of this Security. No fractions of shares or scrip representing
fractions of shares will be issued on


                                      A-9
<PAGE>


conversion, but instead of any fractional interest (calculated to the nearest
1/100th of a share) the Company shall pay a cash adjustment as provided in the
Indenture. The Conversion Rate is subject to adjustment as provided in the
Indenture. In addition, the Indenture provides that in case of certain
consolidations or mergers to which the Company is a party or the conveyance,
transfer, sale or lease of all or substantially all of the property and assets
of the Company, the Indenture shall be amended, without the consent of any
Holders of Securities, so that this Security, if then Outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, transfer, sale
or lease by a holder of the number of shares of Common Stock of the Company into
which this Security could have been converted immediately prior to such
consolidation, merger, conveyance, transfer, sale or lease (assuming such holder
of Common Stock is not a Constituent Person, failed to exercise any rights of
election and received per share the kind and amount received per share by a
plurality of Non-electing Shares). No adjustment in the Conversion Rate will be
made until such adjustment would require an increase or decrease of at least one
percent of such rate, provided that any adjustment that would otherwise be made
will be carried forward and taken into account in the computation of any
subsequent adjustment.

        Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, as amended, upon the request of a Holder of a Security or
the holder of shares of Common Stock issued upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Securities or such holder of shares of Common Stock
issued upon conversion of Securities, or to a prospective purchaser of any such
security designated by any such Holder or holder, as the case may be, to the
extent required to permit compliance by such Holder or holder with Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the resale of any such security. "Rule 144A Information" shall
be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto).

        The Holder of this Security [IF THIS SECURITY IS A GLOBAL SECURITY, THEN
INSERT--(INCLUDING ANY PERSON THAT HAS A BENEFICIAL INTEREST IN THIS SECURITY)]
and the Common Stock issuable upon conversion hereof is entitled to the benefits
of a Registration Rights Agreement, dated as of ________, 2002 (the
"Registration Rights Agreement"), executed by the Company. Pursuant to the
Registration Rights Agreement, the Company has agreed for the benefit of the
Holders from time to time of Registered Securities and the Common Stock issuable
upon conversion thereof, in each case, that are Registrable Securities, at the
Company's expense, (a) to file on or before 90 days after the first date of
original issuance of the Securities, a shelf registration statement (the "Shelf
Registration Statement") with the Commission with respect to resales of the
Registrable Securities, (b) thereafter to use its reasonable best efforts to
cause such Shelf Registration Statement to be declared effective by the
Commission on or before 180 days after the first date of original issuance of
the Securities, subject to the Company's right to postpone having the Shelf
Registration Statement declared effective for an additional 60 days in limited


                                      A-10
<PAGE>


circumstances described in the Registration Rights Agreement, and (c) to use its
reasonable best efforts to maintain such Shelf Registration Statement
continuously effective under the Securities Act until the earlier of (1) the
sale under the Shelf Registration Statement of all the Registrable Securities
registered thereunder and (2) the expiration of the holding period applicable to
such Registrable Securities held by persons that are not affiliates of the
Company under Rule 144(k) under the Securities Act or any successor previously
subject to specific permitted exceptions. The Company is required to pay
Liquidated Damages to holders of Registrable Securities for failure to comply
with the foregoing registration obligations, all as more fully set forth in the
Registration Rights Agreement.

        Whenever in this Security there is a reference, in any context, to the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Security such mention shall be deemed to include mention of the payment of
Liquidated Damages payable as described in the Registration Rights Agreement to
the extent that, in such context, Liquidated Damages are, were or would be
payable in respect of this Security pursuant to the Registration Rights
Agreement, and an express mention of the payment of Liquidated Damages (if
applicable) in any provisions of this Security shall not be construed as
excluding Liquidated Damages in those provisions of this Security where such
express mention is not made. If the Holder of this Security [IF THIS SECURITY IS
A GLOBAL SECURITY, THEN INSERT--(INCLUDING ANY PERSON THAT HAS A BENEFICIAL
INTEREST IN THIS SECURITY)] elects to sell this Security pursuant to the Shelf
Registration Statement then, by its acceptance hereof, such Holder of this
Security agrees to be bound by the terms of the Registration Rights Agreement
relating to the Registrable Securities which are the subject of such election.

        If a Change in Control occurs, the Holder of this Security, at the
Holder's option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Security (or any portion of
the principal amount hereof that is equal to U.S.$1,000 or any greater integral
multiple of U.S.$1,000) for cash at a Repurchase Price equal to 100% of the
principal amount thereof plus interest accrued to, but excluding, the Repurchase
Date. At the option of the Company, the Repurchase Price may be paid in cash or,
subject to the conditions provided in the Indenture, by delivery of shares of
Common Stock or in a combination of cash and Common Stock, having a fair market
value equal to the Repurchase Price. For purposes of this paragraph, the fair
market value of shares of Common Stock shall be determined by the Company and
shall be equal to 95% of the average of the high and low sales price per share
for the five consecutive Trading Days immediately preceding and including the
third Trading Day prior to the Repurchase Date. Whenever in this Security there
is a reference, in any context, to the principal of any Security as of any time,
such reference shall be deemed to include reference to the Repurchase Price
payable in respect of such Security to the extent that such Repurchase Price is,
was or would be so payable at such time, and express mention of the Repurchase
Price in any provision of this Security shall not be construed as excluding the
Repurchase Price so payable in those provisions of this Security when such
express mention is not made; provided, however, that, for the purposes of the
paragraph below concerning the


                                      A-11
<PAGE>


consequences of an Event of Default, such reference shall be deemed to include
reference to the Repurchase Price only to the extent the Repurchase Price is
payable in cash.

        [THE FOLLOWING PARAGRAPH SHALL APPEAR IN EACH REGISTERED SECURITY THAT
IS NOT A GLOBAL SECURITY:

        IN THE EVENT OF REDEMPTION, REPURCHASE OR CONVERSION OF THIS SECURITY IN
PART ONLY, A NEW REGISTERED SECURITY OR REGISTERED SECURITIES FOR THE
UNREDEEMED, UNREPURCHASED OR UNCONVERTED PORTION HEREOF WILL BE ISSUED IN THE
NAME OF THE HOLDER HEREOF.]

        [THE FOLLOWING PARAGRAPH SHALL APPEAR IN EACH GLOBAL SECURITY:

        IN THE EVENT OF A DEPOSIT OR WITHDRAWAL OF AN INTEREST IN THIS SECURITY,
INCLUDING AN EXCHANGE, TRANSFER, REDEMPTION, REPURCHASE OR CONVERSION OF THIS
SECURITY IN PART ONLY, THE TRUSTEE, AS CUSTODIAN OF THE DEPOSITARY, SHALL MAKE
AN ADJUSTMENT ON ITS RECORDS TO REFLECT SUCH DEPOSIT OR WITHDRAWAL IN ACCORDANCE
WITH THE APPLICABLE PROCEDURES.]

        The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full in cash or Cash Equivalents of all Senior Debt of the
Company, and this Security is issued subject to such provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same,

        (a) agrees to and shall be bound by such provisions,

        (b) authorizes and directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination so provided
and

        (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

        If an Event of Default shall occur and be continuing, the principal of
all the Securities, together with accrued interest to the date of declaration,
may be declared due and payable in the manner and with the effect provided in
the Indenture. Upon payment (i) of the amount of principal so declared due and
payable, together with accrued interest to the date of declaration, and (ii) of
interest on any overdue principal and, to the extent permitted by applicable
law, overdue interest, all of the Company's obligations in respect of the
payment of the principal of and interest on the Securities shall terminate.

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the


                                      A-12
<PAGE>

Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security or
such other Security.

        As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, the Trustee
shall have failed to institute any such proceeding for 60 days after receipt of
such notice, request and offer of indemnity, and the Trustee has not received
any direction inconsistent with such written request from the Holders of a
majority of the aggregate principal amount of the Outstanding Securities during
such 60 day period. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof,
premium, if any, Liquidated Damages, if any, or interest hereon on or after the
respective due dates expressed herein or for the enforcement of the right to
convert this Security as provided in the Indenture.

        No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any,
Liquidated Damages, if any, and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed or to convert this
Security as provided in the Indenture.

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Registered Securities is registrable on the Security
Register upon surrender of a Registered Security for registration of transfer at
the Corporate Trust Office of the Trustee or at such other office or agency of
the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing, and
thereupon one or more new Registered Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees by the Registrar. No service charge shall be made for
any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to recover any tax or other governmental charge
payable in connection therewith.

        Prior to due presentation of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in


                                      A-13
<PAGE>

whose name such Registered Security is registered as the owner thereof for all
purposes, whether or not such Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

        Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months. The Indenture and this Security shall be governed
by and construed in accordance with the laws of the State of New York, United
States of America, including, without limitation, Section 5-1401 of the New York
General Obligations Law.

        All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                      A-14
<PAGE>



                                                                       EXHIBIT B

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

        1. Pursuant to Section 12.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

        2. The undersigned hereby directs the Trustee or the Company to pay it
or ___________________ an amount in cash equal to 100% of the principal amount
to be repurchased (as set forth below), plus interest accrued to the Repurchase
Date or, at the Company's election, Common Stock, valued as set forth in the
Indenture.

                                     DATED: ____________________________________



                                     ___________________________________________
                                     SIGNATURE

                                     SIGNATURE GUARANTEED

                                     ___________________________________________



PRINCIPAL AMOUNT TO BE REPURCHASED:


___________________________________________
(must be equal to U.S.$1,000 or any
 greater integral multiple of U.S.$1,000):

REMAINING PRINCIPAL AMOUNT FOLLOWING SUCH REPURCHASE:




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>


                                                                       EXHIBIT C

                                CONVERSION NOTICE

        The undersigned Holder of this Security hereby irrevocably exercises the
option to convert this Security, or any portion of the principal amount hereof
(which is an integral multiple of U.S.$1,000) below designated, into shares of
Common Stock in accordance with the terms of the Indenture referred to in this
Security and directs that such shares, together with a check in payment for any
fractional share and any Securities representing any unconverted principal
amount hereof, be delivered to and be registered in the name of the undersigned
unless a different name has been indicated below. If shares of Common Stock or
Securities are to be registered in the name of a Person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.

<TABLE>
<S>                                              <C>
DATED: _________________                         _____________________________________
                                                               Signature

If shares or Registered Securities are to be     If only a portion of the Securities is to be
registered in the name of a Person other than    converted, please indicate:
the Holder, please print such Person's name
and address:                                     1.    Principal amount to be converted:

_____________________________________________          U.S.$_______________________
                                                       (any integral multiple of U.S. $1,000)
_____________________________________________
                    Address                      2.    Principal amount and denomination of
                                                       Registered Securities representing
                                                       unconverted principal amount to be
_____________________________________________          issued:
Social Security or other Taxpayer
Identification Number, if any
                                                       Amount:  U.S.$__________________
_____________________________________________
            [Signature Guaranteed]
</TABLE>