<PAGE>

                                                                     EXHIBIT 4.9

                                                                  EXECUTION COPY

                            OSI PHARMACEUTICALS, INC.
              3 1/4% Convertible Senior Subordinated Notes due 2023

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                                    INDENTURE

                          Dated as of September 8, 2003

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                              The Bank of New York

                                     TRUSTEE

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<PAGE>

                             CROSS REFERENCE TABLE*

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

                           N.A. means Not Applicable.

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

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................        1

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

ARTICLE 2 THE NOTES..............................................................................................       12

   SECTION 2.01           Form and Dating........................................................................       12
   SECTION 2.02           Execution and Authentication...........................................................       14
   SECTION 2.03           Registrar, Paying Agent and Conversion Agent...........................................       14
   SECTION 2.04           Paying Agent to Hold Money and Notes in Trust..........................................       15
   SECTION 2.05           Holder Lists...........................................................................       15
   SECTION 2.06           Transfer and Exchange..................................................................       15
   SECTION 2.07           Replacement Notes......................................................................       17
   SECTION 2.08           Outstanding Notes; Determinations of Holders' Action...................................       17
   SECTION 2.09           Temporary Notes........................................................................       18
   SECTION 2.10           Cancellation...........................................................................       19
   SECTION 2.11           Persons Deemed Owners..................................................................       19
   SECTION 2.12           Global Notes...........................................................................       19
   SECTION 2.13           CUSIP Numbers..........................................................................       24
   SECTION 2.14           Defaulted Interest.....................................................................       24

ARTICLE 3 REDEMPTION AND PURCHASES...............................................................................       24

   SECTION 3.01           Optional Redemption....................................................................       24
   SECTION 3.02           Purchase at Option of the Holder Upon Change in Control................................       27
   SECTION 3.03           Purchase of Notes at the Option of the Holder..........................................       31
   SECTION 3.04           Terms and Conditions for Payment in Common Stock.......................................       34
   SECTION 3.05           Effect of Purchase Notice or Change in Control in Purchase Notice......................       37
   SECTION 3.06           Deposit of Purchase Price or Change in Control Purchase Price..........................       38
   SECTION 3.07           Notes Purchased in Part................................................................       38
   SECTION 3.08           Covenant to Comply with Securities Laws upon Purchase of Notes.........................       38
   SECTION 3.09           Repayment to the Company...............................................................       38

ARTICLE 4 COVENANTS..............................................................................................       39

   SECTION 4.01           Payment of Principal and Interest on the Notes.........................................       39
   SECTION 4.02           SEC and Other Reports..................................................................       39
   SECTION 4.03           Compliance Certificate.................................................................       39
   SECTION 4.04           Further Instruments and Acts...........................................................       40
</TABLE>

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

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
   SECTION 4.05           Maintenance of Office or Agency........................................................       40
   SECTION 4.06           Delivery of Certain Information........................................................       40
   SECTION 4.07           Subordination..........................................................................       40

ARTICLE 5 MERGERS AND SALES OF ASSETS............................................................................       41

   SECTION 5.01           When Company May Merge or Transfer Assets..............................................       41

ARTICLE 6 DEFAULTS AND REMEDIES..................................................................................       41

   SECTION 6.01           Events of Default......................................................................       41
   SECTION 6.02           Acceleration...........................................................................       43
   SECTION 6.03           Other Remedies.........................................................................       44
   SECTION 6.04           Waiver of Past Defaults................................................................       44
   SECTION 6.05           Control by Majority....................................................................       44
   SECTION 6.06           Limitation on Suits....................................................................       45
   SECTION 6.07           Rights of Holders to Receive Payment...................................................       45
   SECTION 6.08           Collection Suit by Trustee.............................................................       45
   SECTION 6.09           Trustee May File Proofs of Claim.......................................................       45
   SECTION 6.10           Priorities.............................................................................       46
   SECTION 6.11           Undertaking for Costs..................................................................       47
   SECTION 6.12           Waiver of Stay, Extension or Usury Laws................................................       47

ARTICLE 7 TRUSTEE................................................................................................       47

   SECTION 7.01           Duties and Responsibilities of the Trustee; During Default; Prior to Default...........       47
   SECTION 7.02           Certain Rights of the Trustee..........................................................       48
   SECTION 7.03           Trustee Not Responsible for Recitals, Disposition of Notes or Application of
                          Proceeds Thereof.......................................................................       50
   SECTION 7.04           Trustee and Agents May Hold Notes; Collections, etc....................................       50
   SECTION 7.05           Moneys Held by Trustee.................................................................       50
   SECTION 7.06           Compensation and Indemnification of Trustee and Its Prior Claim........................       50
   SECTION 7.07           Right of Trustee to Rely on Officers' Certificate, etc.................................       51
   SECTION 7.08           Conflicting Interests..................................................................       51
   SECTION 7.09           Persons Eligible for Appointment as Trustee............................................       51
   SECTION 7.10           Resignation and Removal; Appointment of Successor Trustee..............................       51
   SECTION 7.11           Acceptance of Appointment by Successor Trustee.........................................       52
   SECTION 7.12           Merger, Conversion, Consolidation or Succession to Business of Trustee.................       53
   SECTION 7.13           Preferential Collection of Claims Against the Company..................................       53
   SECTION 7.14           Reports by the Trustee.................................................................       54
   SECTION 7.15           Trustee to Give Notice of Default, But May Withhold in Certain Circumstances...........       54

ARTICLE 8 SATISFACTION AND DISCHARGE OF INDENTURE................................................................       54

   SECTION 8.01           Termination of the Company's Obligations...............................................       54
   SECTION 8.02           Defeasance and Discharge of Indenture..................................................       55
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
   SECTION 8.03           Defeasance of Certain Obligations......................................................       56
   SECTION 8.04           Application of Trust Money.............................................................       57
   SECTION 8.05           Reinstatement..........................................................................       57
   SECTION 8.06           Defeasance and Certain Other Events of Default.........................................       57
   SECTION 8.07           Repayment of the Company...............................................................       57
   SECTION 8.08           Conversion of Notes Upon Discharge.....................................................       57

ARTICLE 9 AMENDMENTS.............................................................................................       58

   SECTION 9.01           Without Consent of Holders.............................................................       58
   SECTION 9.02           With Consent of Holders................................................................       59
   SECTION 9.03           Compliance with Trust Indenture Act....................................................       59
   SECTION 9.04           Revocation and Effect of Consents, Waivers and Actions.................................       59
   SECTION 9.05           Notation on or Exchange of Notes.......................................................       60
   SECTION 9.06           Trustee to Sign Supplemental Indentures................................................       60
   SECTION 9.07           Effect of Supplemental Indentures......................................................       60

ARTICLE 10 CONVERSION............................................................................................       60

   SECTION 10.01          Conversion Right and Conversion Rate...................................................       60
   SECTION 10.02          Exercise of Conversion Right...........................................................       61
   SECTION 10.03          Fractions of Shares....................................................................       62
   SECTION 10.04          Adjustment of Conversion Rate..........................................................       62
   SECTION 10.05          Notice of Adjustments of Conversion Price..............................................       70
   SECTION 10.06          Notice Prior to Certain Actions........................................................       71
   SECTION 10.07          Company to Reserve Common Stock........................................................       72
   SECTION 10.08          Taxes on Conversions...................................................................       72
   SECTION 10.09          Covenant as to Common Stock............................................................       72
   SECTION 10.10          Cancellation of Converted Notes........................................................       72
   SECTION 10.11          Effect of Reclassification, Consolidation, Merger or Sale..............................       72
   SECTION 10.12          Responsibility of Trustee for Conversion Provisions....................................       73

ARTICLE 11 SUBORDINATION.........................................................................................       74

   SECTION 11.01          Agreement to Subordinate...............................................................       74
   SECTION 11.02          Liquidation; Dissolution; Bankruptcy...................................................       74
   SECTION 11.03          Default on Designated Senior Indebtedness..............................................       75
   SECTION 11.04          Acceleration of Notes..................................................................       76
   SECTION 11.05          When Distribution Must Be Paid Over....................................................       76
   SECTION 11.06          Notice by the Company..................................................................       76
   SECTION 11.07          Subrogation............................................................................       76
   SECTION 11.08          Relative Rights........................................................................       76
   SECTION 11.09          Subordination May Not Be Impaired by the Company.......................................       77
   SECTION 11.10          Distribution or Notice to Representative...............................................       77
   SECTION 11.11          Rights of Trustee and Paying Agent.....................................................       77

ARTICLE 12 SECURITY..............................................................................................       78

   SECTION 12.01          Pledged Securities.....................................................................       78
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
   SECTION 12.02          Pledge Agreement.......................................................................       78
   SECTION 12.03          Release of Pledged Securities..........................................................       79
   SECTION 12.04          Compliance.............................................................................       79
   SECTION 12.05          Suits and Proceedings..................................................................       79

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

   SECTION 13.01          Calculations in Respect of the Notes...................................................       80
   SECTION 13.02          Trust Indenture Act Controls...........................................................       80
   SECTION 13.03          Notices................................................................................       80
   SECTION 13.04          Communication by Holders with Other Holders............................................       81
   SECTION 13.05          Certificate and Opinion as to Conditions Precedent.....................................       81
   SECTION 13.06          Statements Required in Certificate or Opinion..........................................       81
   SECTION 13.07          Separability Clause....................................................................       82
   SECTION 13.08          Rules by Trustee, Paying Agent, Conversion Agent and Registrar.........................       82
   SECTION 13.09          Legal Holidays.........................................................................       82
   SECTION 13.10          Governing Law..........................................................................       82
   SECTION 13.11          No Recourse Against Others.............................................................       82
   SECTION 13.12          Successors.............................................................................       82
   SECTION 13.13          Multiple Originals.....................................................................       82
</TABLE>

EXHIBITS

Exhibit A         Form of Note

Exhibit B-1       Transfer Certificate

Exhibit B-2       Form of Letter to Be Delivered by Accredited Investors

                                       iv

<PAGE>

                  INDENTURE dated as of September 8, 2003 between OSI
PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and The Bank of
New York, a New York banking corporation, as Trustee hereunder (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 3-1/4% Convertible Senior Subordinated Notes due 2023 (herein called the
"Notes") of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 1.01 DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (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 GAAP; 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.

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

                                       1
<PAGE>

otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

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

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

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

                  "Business Day" means each day of the year, other than a
Saturday or a Sunday, on which banking institutions are not authorized or
obligated by law or regulation to close in the City of New York.

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

                  "Certificated Notes" means Notes that do not bear the Global
Securities Legend, evidencing all or part of a series of Notes, authenticated
and delivered pursuant to the terms of this Indenture.

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

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

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

                  "Conversion Date" shall be the date on which the Note, the
conversion notice set forth in the Note (the form of which is attached hereto as
Exhibit A) and any required funds have been delivered by the Holder converting
its Note and received by the Trustee.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at The Bank of New York, 101 Barclay
Street, Floor 8 W, New York, NY 10286, Attention: Corporate Finance Unit;
Telephone No. (212) 815-2491; Facsimile No. (212) 815-5707, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the

                                       2
<PAGE>

Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

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

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

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

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

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

                  "Global Notes" means Notes authenticated and delivered to the
Depositary for the Notes, or its nominee, and registered in the name of such
Depositary or nominee, and that bear the Global Securities Legend.

                  "Global Securities Legend" means the legend labeled as such,
as set forth in the form of Note attached hereto as Exhibit A.

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

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

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

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

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

                                       3
<PAGE>

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

                  (d)      all capitalized lease obligations of such person;

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

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

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

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

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

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

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

                  "Interest Payment Date" means March 8 and September 8 of each
year, commencing March 8, 2004.

                  "Interest Rate" means the interest rate with respect to the
Notes, which shall accrue at 3 1/4% per year.

                                       4
<PAGE>

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

                  "Market Price" per share of Common Stock on any date means the
Sale Price of such Common Stock for the 20 consecutive Trading Days immediately
prior to the date of determination, appropriately adjusted to take into account
the occurrence during the period commencing the first of such 20 consecutive
Trading Days and ending on the date of determination of certain events that
would result in a conversion rate adjustment with respect to the Common Stock.

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

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

                  "Officers' Certificate" means a written certificate signed in
the name of the Company by any two Officers, and delivered to the Trustee;
provided that an Officers' Certificate delivered pursuant to Section 4.03 shall
be signed by at least one authorized financial or accounting Officer of the
Company but need not contain the information specified in Sections 13.05 and
13.06.

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

                  "Opinion of Counsel" means a written opinion of legal counsel,
who may be an employee of, or counsel to, the Company.

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

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

                                       5
<PAGE>

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

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

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

                  "Pledged Securities" means the Collateral (as defined in the
Pledge Agreement) pledged to the Trustee, for the ratable benefit of the
Holders, in accordance with the Pledge Agreement.

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

                  "Purchase Date" means September 8, 2008, September 8, 2013 and
September 8, 2018.

                  "Purchase Price" means the purchase price for the Notes
payable to Holders with respect to the purchase of Notes by the Company on a
Purchase Date, which Purchase Price shall be equal to 100% of the principal
amount of the Notes to be purchased on the Purchase Date, plus accrued and
unpaid interest, if any, to, but excluding, the Purchase Date.

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

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

                  "Redemption Notice" shall mean the notice given by the Company
to the Holders in connection with an Optional Redemption, in accordance with
Section 3.04 hereof.

                  "Redemption Price" means the price in cash at which such
security is to be redeemed pursuant to the terms of this Indenture, which price
shall be an amount equal to 100% of the principal amount of the Notes to be
redeemed on any Redemption Date, plus accrued and unpaid interest, if any, to,
but excluding, the Redemption Date; provided that if a Redemption

                                       6
<PAGE>

Date also is an Interest Payment Date, accrued and unpaid interest on the Notes
payable on such Interest Payment Date will be payable to the Holder of record of
the Notes as of the relevant Regular Record Date, and the Redemption Price in
respect of any Note redeemed on such Redemption Date will not include such
interest payment.

                  "Registration Rights Agreement" shall mean the registration
rights agreement dated the date hereof between the Company and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on February 24 and
August 24 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.

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

                  "Restricted Note" means a Note required to bear the Restricted
Securities Legend.

                  "Restricted Securities Legend" means the legend labeled as
such, as set forth in the form of Note attached hereto as Exhibit A.

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

                  "Sale Price" means, with respect to the Common Stock on any
Trading Day, the closing per share sale price (or, if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the bid and average ask prices) on such Trading Day on the
principal national securities exchange on which the Common Stock is listed or,
if the Common Stock is not listed on a national securities exchange, as quoted
on the National Association of Securities Dealers Automated Quotation System.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior Indebtedness" means:

                  (a)      all Indebtedness of the Company, now or hereafter
         existing, under or in respect of the documents and instruments executed
         in connection therewith, whether for principal, premium, if any,
         interest (including interest accruing after the filing of, or which
         would have accrued but for the filing of, a petition by or against the
         Company under bankruptcy law, whether or not such interest is allowed
         as a claim after such filing in any proceeding under such law) and
         other amounts due in connection therewith

                                       7
<PAGE>

         (including, without limitation, any fees, premiums, expenses,
         reimbursement obligations with respect to letters of credit and
         indemnities), whether outstanding on the date of this Indenture or
         thereafter created, incurred or assumed; and

                  (b)      the principal of, premium, if any, and interest on
         all other Indebtedness of the Company (other than the Notes), whether
         outstanding on the date of this Indenture or thereafter created,
         incurred or assumed,

unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Notes.

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

                  (a)      Indebtedness evidenced by the Notes;

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

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

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

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

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

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

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

                  (i)      Capital Stock of the Company;

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

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

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

                                       8
<PAGE>

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

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

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

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

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

                  "TIA" means the Trust Indenture Act of 1939, as amended.

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

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

                  "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions
(including Puerto Rico, the U.S. Virgin

                                       9
<PAGE>

Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and
other areas subject to its jurisdiction.

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

                  SECTION 1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                        Defined in
Term                                                                     Section
<S>                                                                     <C>
"Act".........................................................           1.05(a)
"Agent Members"...............................................           2.12(e)(5)
"aggregate offering price"....................................          10.04(c)
"Bankruptcy Law"..............................................           6.01
"Change in Control"...........................................           3.02(c)
"Change in Control Purchase Date".............................           3.02(a)
"Change in Control Purchase Notice"...........................           3.02(e)
"Change in Control Purchase Price"............................           3.02(a)
"Company Notice"..............................................           3.03(c)
"Company's Notice of Change in Control".......................           3.02(d)
"Conversion Agent"............................................           2.03(a)
"Conversion Price"............................................          10.01(c)
"Conversion Rate".............................................          10.01(c)
"Custodian"...................................................           6.01
"Depositary"..................................................           2.01(a)
"distributed assets"..........................................          10.04(d)
"DTC".........................................................           2.01(a)
"Event of Default"............................................           6.01
"Fair Market Value"...........................................          10.04(f)
"Legal Holiday"...............................................          13.07
"Legend"......................................................           2.06(h)
"Non-Electing Share"..........................................          10.11
"Non-Payment Default".........................................          11.03(b)
"Notice of Default"...........................................           6.01
</TABLE>

                                       10
<PAGE>

<TABLE>
<S>                                                                     <C>
"Optional Redemption".........................................           3.01(a)
"Paying Agent"................................................           2.03(a)
"Payment Blockage Period".....................................          11.03(b)
"Payment Default".............................................          11.03(a)
"Purchase Notice".............................................           3.03(a)
"QIB".........................................................           2.01(a)
"Record Date".................................................          10.04(f)
"Registrar"...................................................           2.03(a)
"Rule 144A Information".......................................           4.06
"Spin-Off"....................................................          10.04(d)
"Trigger Event"...............................................          10.04(d)
</TABLE>

                  SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA term used in this Indenture has the following meaning: "obligor" on the
Notes means the Company. All other TIA terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule have the meanings assigned to them by such definitions.

                  SECTION 1.04 RULES OF CONSTRUCTION. Unless the context
otherwise requires:

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

                  (b)      an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP;

                  (c)      "or" is not exclusive;

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

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

                  SECTION 1.05 ACTS OF HOLDERS.

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

                                       11
<PAGE>

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

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

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

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

                                   ARTICLE 2

                                    THE NOTES

                  SECTION 2.01 FORM AND DATING. The Notes and the Trustee's
certificate of authentication to be borne by such Notes shall be substantially
in the forms annexed hereto as Exhibit A, which form of Note is incorporated in
and made a part of this Indenture. The terms and provisions contained in the
forms of Note shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends and
endorsements as the officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with

                                       12
<PAGE>

the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange or automated quotation system on which the
notes may be listed or designated for issuance, or to conform to usage. The
Notes shall be dated the date of their authentication. The Notes shall be issued
only in registered form without coupons and only in denominations of $1,000 in
principal amount and any integral multiple thereof.

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

                  (b)      Certificated Notes. Notes not issued as Global Notes
will be issued as Certificated Notes. Except as provided in this Indenture,
owners of beneficial interests in Global Notes will not be entitled to receive
physical delivery of Certificated Notes.

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

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

                  (e)      Book-Entry Provisions. This Section 2.01(e) shall
apply only to Global Notes deposited with or on behalf of the Depositary. The
Company shall execute and the Trustee shall, in accordance with Section 2.02
hereof, authenticate and deliver initially one or more Global Notes that (i)
shall be registered in the name of the Depositary or its nominee, (ii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (iii) shall bear legends substantially to the following effect:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER
                  OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
                  PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
                  OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN

                                       13
<PAGE>

                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
                  ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
                  ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
                  DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
                  HEREIN.

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

                  SECTION 2.02 EXECUTION AND AUTHENTICATION.

                  (a)      The Notes shall be executed on behalf of the Company
by any Officer. The signature of the Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Notes the proper Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of authentication of such
Notes.

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

                  (c)      The Trustee shall authenticate and deliver Notes for
original issue in an aggregate principal amount of up to $150,000,000 upon a
Company Order without any further action by the Company. The aggregate principal
amount of Notes outstanding at any time may not exceed the amount set forth in
the foregoing sentence, except as provided in Section 2.07.

                  SECTION 2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

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

                                       14
<PAGE>

Agents and one or more additional Conversion Agents. The term Paying Agent
includes any additional paying agent, including any named pursuant to Section
4.05. The term Conversion Agent includes any additional conversion agent,
including any named pursuant to Section 4.05.

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

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

                  SECTION 2.04 PAYING AGENT TO HOLD MONEY AND NOTES IN TRUST.
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Note, the Company shall deposit with the Paying Agent a sum of
money (in immediately available funds if deposited on the due date) or, if
applicable, pursuant to the provisions of Article 3 hereof, shares of Common
Stock sufficient to make such payments when so becoming due. The Company shall
require each Paying Agent (if other than the Trustee) to agree in writing that
such Paying Agent shall (a) hold in trust for the benefit of Holders or the
Trustee all money and Common Stock held by the Paying Agent for the making of
payments in respect of the Notes and (b) notify the Trustee of any default by
the Company in making any such payment. At any time during the continuance of
any such default, the Paying Agent shall, upon the written request of the
Trustee, forthwith pay to the Trustee all money and Common Stock so held in
trust. If the Company or a Subsidiary, or an Affiliate of either of them, acts
as Paying Agent, it shall segregate the money and Common Stock held by it as
Paying Agent and hold it as a separate trust fund. The Company may, at any time,
require a Paying Agent to pay all money and Common Stock held by it to the
Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for such money or
Common Stock.

                  SECTION 2.05 HOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee, at least semiannually, on
March 8 and September 8 of each year, a listing of Holders dated within 15 days
of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.

                  SECTION 2.06 TRANSFER AND EXCHANGE.

                  (a)      Subject to Section 2.12 hereof, upon surrender for
registration of transfer of any Note, together with a written instrument of
transfer satisfactory to the Registrar duly executed by the Holder or such
Holder's attorney duly authorized in writing, at the office or

                                       15
<PAGE>

agency of the company designated as Registrar or co-Registrar pursuant to
Section 2.03, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denomination or denominations, of a like aggregate
principal amount. The Company shall not charge a service charge for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to pay all taxes, assessments or other governmental charges that
may be imposed in connection with the transfer or exchange of the Notes from the
Holder requesting such transfer or exchange.

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

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

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

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

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

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

                  (h)      If Notes are issued upon the transfer, exchange or
replacement of Notes that are subject to restrictions on transfer and bearing
the legends set forth on the form of Note attached hereto as Exhibit A (the
Global Securities Legend and the Restricted Securities Legend,

                                       16
<PAGE>

collectively, the "Legend"), or if a request is made to remove the Legend on a
Note, the Notes so issued shall bear the Legend, or the Legend shall not be
removed, as the case may be, unless there is delivered to the Company and the
Registrar such satisfactory evidence, which shall include an Opinion of Counsel,
as may be reasonably required by the Company and the Registrar, that neither the
Legend nor the restrictions on transfer set forth therein are required to ensure
that transfers thereof comply with the provisions of Rule 144A or Rule 144 under
the Securities Act or that such Notes are not "restricted" within the meaning of
Rule 144 under the Securities Act. Upon (i) provision of such satisfactory
evidence, or (ii) notification by the Company to the Trustee and Registrar of
the sale of such Note pursuant to a registration statement that is effective at
the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Legend. If the
Legend is removed from the face of a Note and the Note is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.

                  SECTION 2.07 REPLACEMENT NOTES.

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

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

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

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

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

                  SECTION 2.08 OUTSTANDING NOTES; DETERMINATIONS OF HOLDERS'
ACTION.

                                       17
<PAGE>

                  (a)      Notes outstanding at any time are all the Notes
authenticated by the Trustee pursuant to the terms of this Indenture, except for
those cancelled by it or delivered to it for cancellation, those paid pursuant
to Section 2.07 and those described in this Section 2.08 as not outstanding. A
Note does not cease to be outstanding because the Company or an Affiliate
thereof holds the Note; provided, however, that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given or
concurred in any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Subject to
the foregoing, only Notes outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

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

                  (c)      If the Paying Agent holds, in accordance with this
Indenture, on a Redemption Date, on the Business Day following the Change in
Control Purchase Date or Purchase Date, or on Stated Maturity, money or
securities, if permitted hereunder, sufficient to pay Notes payable on that
date, then immediately after such Redemption Date, Purchase Date, Change in
Control Purchase Date or Stated Maturity, as the case may be, such Notes shall
cease to be outstanding and interest on such Notes shall cease to accrue;
provided that, if such Notes are to be redeemed, the Redemption Notice with
respect thereto has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made. Thereafter, all other rights
of the relevant Holders shall terminate, other than such Holders' right to
receive the Redemption Price, the Change in Control Purchase Price, the Purchase
Price, or money or securities, if permitted hereunder, in each case in
accordance with the terms of this Indenture.

                  (d)      A Note shall be deemed converted immediately prior to
the close of business on the Conversion Date. If a Note is converted in
accordance with Article 10 hereof, then from and after the Conversion Date, such
Note shall cease to be outstanding and interest shall cease to accrue on such
Note.

                  SECTION 2.09 TEMPORARY NOTES.

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

                                       18
<PAGE>

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

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

                  SECTION 2.11 PERSONS DEEMED OWNERS. Prior to due presentment
of a Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of the Note or the payment of any Redemption Price, Purchase Price or
Change in Control Purchase Price in respect thereof, and interest thereon, for
the purpose of conversion and for all other purposes whatsoever, whether or not
such Note be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee, shall be affected by notice to the contrary.

                  SECTION 2.12 GLOBAL NOTES.

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

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

                                       19
<PAGE>

         ineffective any transfer of a beneficial interest in a Global Note
         effected in accordance with the other provisions of this Section
         2.12(a).

                  (ii)     Restrictions on Transfer of a Beneficial Interest in
         a Global Note for a Certificated Note. A beneficial interest in a
         Global Note may not be exchanged for a Certificated Note except as set
         forth in Section 2.12(e) and upon satisfaction of the requirements set
         forth below. Upon receipt by the Trustee of a transfer of a beneficial
         interest in a Global Note in accordance with Applicable Procedures for
         a Certificated Note in the form satisfactory to the Trustee, together
         with:

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

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

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

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

                  (iii)    Transfer and Exchange of Certificated Notes. When
         Certificated Notes are presented to the Registrar with a request:

                  (1)      to register the transfer of such Certificated Notes;
                           or

                  (2)      to exchange such Certificated Notes for an equal
                           principal amount of Certificated Notes of other
                           authorized denominations,

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

                  (3)      shall be duly endorsed or accompanied by a written
                           instrument of transfer in form reasonably
                           satisfactory to the Company and the Registrar, duly

                                       20
<PAGE>

                           executed by the Holder thereof or his attorney duly
                           authorized in writing; and

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

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

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

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

                  (iv)     Restrictions on Transfer of a Certificated Note for a
         Beneficial Interest in a Global Note. A Certificated Note may not be
         exchanged for a beneficial interest in a Global Note except upon
         satisfaction of the requirements set forth below. Upon receipt by the
         Trustee of a Certificated Note, duly endorsed or accompanied by
         appropriate instruments of transfer, in form satisfactory to the
         Trustee, together with:

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

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

                                       21
<PAGE>

                           Trustee shall authenticate, upon written order of the
                           Company in the form of an Officers' Certificate, a
                           new Global Note in the appropriate principal amount.

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

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

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

                  (e)      The provisions of clauses (1), (2), (3), (4) and (5)
below shall apply only to Global Notes:

                  (1)      Notwithstanding any other provisions of this
                           Indenture or the Notes, a Global Note shall not be
                           exchanged in whole or, subject to Section
                           2.12(a)(ii), in part for a Note registered in the
                           name of any Person other than the Depositary or one
                           or more nominees thereof, provided that a Global Note
                           may be exchanged for Notes registered in the names of
                           any person designated by the Depositary in the event
                           that (i) the Depositary has notified the Company that
                           it is unwilling or unable to continue as Depositary
                           for such Global Note or such Depositary has ceased to
                           be a

                                       22
<PAGE>

                           "clearing agency" registered under the Exchange Act,
                           and a successor Depositary is not appointed by the
                           Company within 90 days, or (ii) the Company decides
                           to discontinue use of the system of book-entry
                           transfer through the Depositary or any successor
                           depositary, or (iii) an Event of Default has occurred
                           and is continuing with respect to the Notes. Any
                           Global Note exchanged pursuant to clauses (i) and
                           (ii) above shall be so exchanged in whole and not in
                           part, and any Global Note exchanged pursuant to
                           clause (iii) above may be exchanged in whole or from
                           time to time in part as directed by the Depositary.
                           Any Note issued in exchange for a Global Note or any
                           portion thereof shall be a Global Note; provided that
                           any such Note so issued that is registered in the
                           name of a Person other than the Depositary or a
                           nominee thereof shall not be a Global Note.

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

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

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

                  (5)      Neither any members of, or participants in, the
                           Depositary (collectively, the "Agent Members") nor
                           any other Persons on whose behalf Agent Members may
                           act shall have any rights under this Indenture with
                           respect to any Global Note registered in the name of
                           the Depositary or any nominee thereof, or under any
                           such Global Note, and the Depositary or such nominee,
                           as the case may be, may be treated by the Company,
                           the

                                       23
<PAGE>
                           Trustee and any agent of the Company or the Trustee
                           as the absolute owner and Holder of such Global Note
                           for all purposes whatsoever. Notwithstanding the
                           foregoing, nothing herein shall prevent the Company,
                           the Trustee or any agent of the Company or the
                           Trustee from giving effect to any written
                           certification, proxy or other authorization furnished
                           by the Depositary or such nominee, as the case may
                           be, or impair, as between the Depositary, its Agent
                           Members and any other person on whose behalf an Agent
                           Member may act, the operation of customary practices
                           of such Persons governing the exercise of the rights
                           of a holder of any Note.

                  SECTION 2.13 CUSIP NUMBERS. The Company in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Company and
the Trustee shall use "CUSIP" numbers in Redemption Notices and other notices to
Holders, as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any Redemption Notice or other notices,
and that reliance may be placed only on the other identification numbers printed
on the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

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

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01 OPTIONAL REDEMPTION.

                  (a)      General. The Notes are not redeemable prior to
September 8, 2008. On or after September 8, 2008, the Company may, at its
option, redeem the Notes for cash (such redemption being hereinafter referred to
as the "Optional Redemption"), in whole at any time or in part from time to
time, on any date prior to the Stated Maturity of the Notes, upon notice given
in accordance with Section 3.01(c), at the Redemption Price.

                  (b)      Selection of Notes to be Redeemed.

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

                                       24
<PAGE>

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

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

                  (iii)    If any Note selected for partial redemption is
         converted in part before termination of the conversion right with
         respect to the portion of the Note so selected, the converted portion
         of such Note shall be deemed to be the portion selected for Optional
         Redemption. Notes that have been converted during a selection of Notes
         to be redeemed may be treated by the Trustee as outstanding for the
         purpose of such selection.

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

                  (c)      Redemption Notice. A written notice (the "Redemption
Notice") shall be given by the Company, in the manner provided in Section 13.03
hereof, to the Holders of Notes to be redeemed and to the Trustee. Such notice
shall be given at least 30 days but not more than 60 days prior to the
Redemption Date. All Redemption Notices shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

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

                  (iv)     that on the Redemption Date, the applicable
         Redemption Price will become due and payable upon each such Note to be
         redeemed, and that interest thereon shall cease to accrue on and after
         such Redemption Date;

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

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

                  (vii)    the last date on which exchanges or transfers of
         Notes may be made pursuant to Section 2.06 hereof; and

                                       25
<PAGE>

                  (viii)   the CUSIP number of the Notes.

                  Effect of Redemption Notice.

                  (i)      The Notes to be redeemed in accordance with the
         Redemption Notice given pursuant to Section 3.01(c) shall, upon
         surrender, become due and payable by the Company on the Redemption Date
         at the Redemption Price therein specified.

                  (ii)     From and after the Redemption Date (unless the
         Company shall default in the payment of the applicable Redemption
         Price) all redeemed Notes shall cease to bear interest. If any Note in
         respect of which a Redemption Notice has been given shall not be paid
         upon surrender thereof for redemption, the principal of such Note
         shall, until paid, bear interest at the Interest Rate from and
         including the Redemption Date.

                  (d)      Deposit of Redemption Price.

                  (i)      Prior to or on any Redemption Date, the Company shall
         deposit with the Trustee or with a Paying Agent an amount of money
         sufficient to pay the applicable Redemption Price of all the Notes to
         be redeemed on that Redemption Date, other than in respect of any Notes
         called for redemption on that date which have been converted prior to
         the date of such deposit pursuant to Article 10.

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

                  (e)      Notes to be Redeemed in Part.

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

                  (f)      Conversion Arrangement on Call for Redemption.

                  In connection with any redemption of Notes, the Company may
arrange for the purchase and conversion of any Notes called for redemption by an
agreement with one or more investment banks or other purchasers to purchase such
Notes by paying to the Trustee in trust for the benefit of the Holders, at or
prior to 10:00 a.m., New York City time, on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for

                                       26
<PAGE>

the redemption of such Notes, is not less than the Redemption Price of such
Notes. Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Notes shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Notes not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 10) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Redemption Date, subject to
payment of the above amount as aforesaid. The Trustee shall hold and pay to the
Holders whose Notes are selected for redemption any such amount paid to it for
purchase and conversion in the same manner as it would moneys deposited with it
by the Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Notes between the Company and such purchasers, including the costs and expenses
incurred by the Trustee in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

                  SECTION 3.02 PURCHASE AT OPTION OF THE HOLDER UPON CHANGE IN
CONTROL.

                  (a)      General. If there shall have occurred a Change in
Control, all or any portion of the Notes of any Holder equal to $1,000 or an
integral multiple of $1,000 shall be purchased by the Company, at the option of
such Holder, at a purchase price equal to 100% of the principal amount of the
Notes to be purchased plus accrued and unpaid interest, if any, to but
excluding, the purchase date (such amount payable being, the "Change in Control
Purchase Price"), which purchase date shall be no later than 30 Business Days
after the occurrence of such Change in Control (such purchase date being, the
"Change in Control Purchase Date") in accordance with this Section 3.02. Such
right to require the purchase of the Notes shall not continue after a discharge
of the Company from its obligations with respect to the Notes in accordance with
Article 8 hereof, unless a Change in Control shall have occurred prior to such
discharge. Provisions of this Indenture that apply to the purchase of all of a
Note also apply to the purchase of any portion of such Note.

                  (b)      Change in Control Purchase Price.

                  (i)      The Change in Control Purchase Price is payable in
         cash or, at the option of the Company, in shares of Common Stock.
         Subject to the fulfillment by the Company of the conditions set forth
         in Section 3.04 hereof, the Company may elect to pay the Change in
         Control Purchase Price by delivering the number of shares of Common
         Stock equal to (i) the Change in Control Purchase Price divided by (ii)
         95% of the average of the Sale Prices of the Common Stock for the five
         consecutive Trading Days ending on the third Business Day (or, if such
         Business Day is not a Trading Day, the Trading Day

                                       27
<PAGE>

         immediately preceding such Business Day) prior to the Change in Control
         Purchase Date (for purposes of this Section 3.02(b)(i), the "market
         value" of the Common Stock). The Company shall appropriately adjust the
         market value of the Common Stock to take into account the occurrence
         during the period commencing the first of such Trading Days and ending
         on the Change in Control Purchase Date of certain events that would
         result in a conversion rate adjustment with respect to the Common
         Stock. Upon determination of the actual number of shares of Common
         Stock to be issued and delivered to Holders for each $1,000 principal
         amount of Notes for which a Change in Control Purchase Notice has been
         given, the Company shall publish such determination on its web site.

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

                  (c)      "Change in Control"

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

                  (i)      the acquisition by any person, including any
         syndicate or group deemed to be a "person" under Section 13(d)(3) of
         the Exchange Act, of beneficial ownership (determined in accordance
         with Rule 13d-3 promulgated by the SEC under the Exchange Act),
         directly or indirectly, through a purchase, merger or other acquisition
         transaction or series of transactions of shares of the Capital Stock of
         the Company entitling that person to exercise 50% or more of the total
         voting power of all shares of Capital Stock entitled to vote generally
         in elections of directors, other than any acquisition by the Company,
         any of its Subsidiaries or any of the Company's employee benefit plans;

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

                  (A)      any transaction (x) that does not result in any
                  reclassification, conversion, exchange or cancellation of
                  outstanding shares of the Company's Capital Stock and (y)
                  pursuant to which holders of the Company's Capital Stock
                  immediately prior to the transaction have the entitlement to
                  exercise, directly or indirectly, 50% or more of the total
                  voting power of all shares of the Company's Capital

                                       28
<PAGE>

                  Stock entitled to vote generally in the election of directors
                  of the continuing or surviving person immediately after the
                  transaction; or

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

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

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

                  (d)      Notice from the Company of a Change in Control.

                  Within 15 days after the occurrence of a Change in Control,
the Company shall or, at the written request and expense of the Company, the
Trustee, shall give to all Holders, in the manner provided in Section 13.03
hereof, notice of the occurrence of the Change in Control ("Company's Notice of
Change in Control") and of the purchase right set forth herein arising as a
result thereof. The Company shall also deliver a copy of the Company's Notice of
Change in Control to the Trustee. The notice shall include a form of Change in
Control Purchase Notice to be completed by the Holder and shall state:

                  (i)      briefly, the events causing a Change in Control;

                  (ii)     the date of such Change in Control;

                  (iii)    the date by which the Change in Control Purchase
         Notice pursuant to this Section 3.02 must be given;

                  (iv)     the Change in Control Purchase Price and the form of
         payment;

                  (v)      the Change in Control Purchase Date;

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

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

                  (viii)   the Conversion Rate then in effect and any
         adjustments thereto resulting from such Change in Control;

                                       29
<PAGE>

                  (ix)     that Notes with respect to which a Change in Control
         Purchase Notice has been given may be converted pursuant to Article 10
         hereof only if the Change in Control Purchase Notice, if duly given,
         has been withdrawn in accordance with the terms of this Indenture;

                  (x)      the procedures for withdrawing a Change in Control
         Purchase Notice;

                  (xi)     that the Change in Control Purchase Price for any
         Note as to which a Change in Control Purchase Notice has been duly
         given and not withdrawn will be paid promptly on the later of the
         Change in Control Purchase Date and the time of surrender of such Note
         as described in (vii) above and Section 3.06 below;

                  (xii)    briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.02;

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

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

                  (xv)     the CUSIP number of the Notes.

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

                  (e)      Change in Control Purchase Notice.

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

                  (A)      the certificate number of the Note which the Holder
                  will deliver to be purchased;

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

                  (C)      that such Note shall be purchased pursuant to the
                  applicable provisions of the Notes and the Indenture.

                  (ii)     The delivery by the Holder of the Note to be
         purchased to the Paying Agent, together with all necessary
         endorsements, at the offices of the Paying Agent shall

                                       30
<PAGE>

         be a condition to the receipt by the Holder of the Change in Control
         Purchase Price therefor; provided, however, that such Change in Control
         Purchase Price shall be so paid pursuant to this Section 3.02 only if
         the Note so delivered to the Paying Agent shall conform in all respects
         to the description thereof set forth in the related Change in Control
         Purchase Notice.

                  (f)      Company's Purchase of Notes Upon Change in Control.

                  (i)      The Company shall purchase from the Holder thereof,
         pursuant to this Section 3.02, a portion of a Note only if the
         principal amount of such portion is $1,000 or an integral multiple of
         $1,000.

                  (ii)     Any purchase by the Company contemplated pursuant to
         the provisions of this Section 3.02 shall be consummated by the
         delivery of the consideration to be received by the Holder promptly
         following the later of the Change in Control Purchase Date and the time
         of delivery of the Note to the Paying Agent in accordance with this
         Section 3.02.

                  (iii)    Notwithstanding anything herein to the contrary, any
         Holder delivering to the Paying Agent the Change in Control Purchase
         Notice contemplated by this Section 3.02(e) shall have the right to
         withdraw such Change in Control Purchase Notice at any time prior to
         the close of business on the Business Day prior to Change in Control
         Purchase Date by delivery of a written notice of withdrawal to the
         Paying Agent in accordance with Section 3.05.

                  (iv)     The Paying Agent shall promptly notify the Company of
         the receipt by it of any Change in Control Purchase Notice or written
         withdrawal thereof.

                  (v)      The Company shall deposit cash (in respect of a cash
         purchase under Section 3.02 or for fractional interests) or shares of
         Common Stock at the time and in the manner as provided in Section 3.06,
         sufficient to pay the aggregate Change in Control Purchase Price of all
         Notes to be purchased pursuant to this Section 3.02.

                  SECTION 3.03 PURCHASE OF NOTES AT THE OPTION OF THE HOLDER.

                  (a)      General. Holders have the right to require the
Company to purchase their Notes (in a principal amount equal to $1,000 or any
integral multiple of $1,000) on each Purchase Date at the relevant Purchase
Price upon delivery to the Paying Agent by the Holder of a written notice of
purchase (a "Purchase Notice") at any time from the opening of business on the
date that is not less than 20 Business Days prior to a Purchase Date until the
close of business on the Business Day immediately preceding such Purchase Date
stating:

                  (i)      the certificate number of the Note which the Holder
         will deliver for purchase;

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

                                       31
<PAGE>

                  (iii)    that such Note shall be purchased as of the Purchase
         Date pursuant to the applicable provisions of the Notes and in this
         Indenture; and

                  (iv)     in the event the Company elects, pursuant to Section
         3.03(b), to pay the Purchase Price to be paid on such Purchase Date in
         shares of Common Stock but the Purchase Price shall ultimately be
         payable to such Holder entirely in cash because any of the conditions
         to payment of the Purchase Price in Common Stock is not satisfied prior
         to the close of business on such Purchase Date, as set forth in Section
         3.04, whether such Holder elects (i) to withdraw such Purchase Notice
         as to some or all of the Notes to which such Purchase Notice relates
         (stating the principal amount and certificate numbers of the Notes as
         to which such withdrawal shall relate), or (ii) to receive cash in
         respect of the entire Purchase Price for all Notes (or portions
         thereof) to which such Purchase Notice relates.

                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 3.03, fails to indicate such Holder's choice with respect to the
election set forth in Section 3.03(a)(iv), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Notes subject
to such Purchase Notice in the circumstances set forth in Section 3.03(a)(iv).

                  The delivery by the Holder of the Note to be purchased to the
Paying Agent, together with all necessary endorsements, at the offices of the
Paying Agent shall be a condition to the receipt by the Holder of the relevant
Purchase Price on the Purchase Date; provided, however, that such Purchase Price
shall be so paid pursuant to this Section 3.03 only if the Note so delivered to
the Paying Agent shall conform in all respects to the description thereof set
forth in the related Purchase Notice. Provisions of this Indenture that apply to
the purchase of all of a Note also apply to the purchase of any portion of such
Note.

                  (b)      Purchase Price. The Purchase Price payable in respect
of Notes purchased on any Purchase Date is payable in cash or, at the option of
the Company, in shares of Common Stock. Subject to the fulfillment by the
Company of the conditions set forth in Section 3.04 hereof, the Company may
elect to pay the Purchase Price by delivering the number of shares of Common
Stock equal to (i) the Purchase Price payable with respect to the Notes to be
purchased on the Purchase Date divided by (ii) 95% of the average of the Sale
Prices of the Common Stock for the five consecutive Trading Days ending on the
third Business Day (or, if such Business Day is not a Trading Day, the Trading
Day immediately preceding such Business Day) prior to the relevant Purchase Date
(for purposes of this Section 3.03(b)(i), the "market value" of the Common
Stock). The Company shall appropriately adjust the market value of the Common
Stock to take into account the occurrence during the period commencing the first
of such Trading Days and ending on the relevant Purchase Date of certain events
that would result in a conversion rate adjustment with respect to the Common
Stock. Upon determination of the actual number of shares of Common Stock to be
issued and delivered to Holders for each $1,000 principal amount of Notes for
which a Change in Control Purchase Notice has been given, the Company shall
publish such determination on its web site.

                  (c)      Company Notice. The Company shall provide written
notice (the "Company Notice") to Holders, in the manner provided in Section
13.03, on a date that is not

                                       32
<PAGE>

less than 20 Business Days prior to each Purchase Date. Such Company Notice
shall state the manner of payment elected and shall state:

                  (i)      the Purchase Price in respect of the relevant
         Purchase Date;

                  (ii)     whether the Company will elect to pay the Purchase
         Price in cash or shares of Common Stock;

                  (iii)    if the Purchase Price is to be paid in shares of
         Common Stock, the method of determining the number of shares
         deliverable by the Company as Purchase Price for the Notes;

                  (iv)     the date by which the Purchase Notice pursuant to
         this Section 3.03 must be given; that Notes must be surrendered to the
         Paying Agent to collect payment;

                  (v)      the procedures for withdrawing a Purchase Notice;

                  (vi)     the Conversion Rate then in effect and any
         adjustments thereto resulting from such Change in Control;

                  (vii)    that Notes with respect to which a Purchase Notice
         has been given may be converted pursuant to Article 10 hereof only if
         the Purchase Notice, if duly given, has been withdrawn in accordance
         with the terms of this Indenture;

                  (viii)   that the Purchase Price for any Note as to which a
         Purchase Notice has been duly given and not withdrawn will be paid
         promptly on the later of the Purchase Date and the time of surrender of
         such Note as described in (iv) above and Section 3.06 below;

                  (ix)     briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.03;

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

                  (xi)     that, unless the Company defaults in making payment
         of the relevant Purchase Price when due, interest on Notes for which a
         Purchase Notice has been delivered will cease to accrue on and after
         the Purchase Date; and

                  (xii)    the CUSIP number of the Notes.

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

                  (d)      Purchase of Notes by Company.

                                       33
<PAGE>

                  (i)      The Company shall purchase from the Holder thereof,
         pursuant to this Section 3.03, a portion of a Note only if the
         principal amount of such portion is $1,000 or an integral multiple of
         $1,000;

                  (ii)     Any purchase by the Company contemplated pursuant to
         the provisions of this Section 3.03 shall be consummated by the
         delivery of the consideration to be received by the Holder promptly
         following the later of the relevant Purchase Date and the time of
         delivery of the Note to the Paying Agent in accordance with this
         Section 3.03.

                  (iii)    Notwithstanding anything herein to the contrary, any
         Holder delivering to the Paying Agent the Purchase Notice contemplated
         by this Section 3.03 shall have the right to withdraw such Purchase
         Notice at any time prior to the close of business on the Business Day
         prior to the relevant Purchase Date by delivery of a written notice of
         withdrawal to the Paying Agent in accordance with Section 3.05.

                  (iv)     The Paying Agent shall promptly notify the Company of
         the receipt by it of any Purchase Notice or written withdrawal thereof.

                  (v)      The Company shall deposit cash (in respect of a cash
         purchase under Section 3.03 or for fractional interests) or shares of
         Common Stock at the time and in the manner as provided in Section 3.06,
         sufficient to pay the aggregate Purchase Price of all Notes to be
         purchased pursuant to this Section 3.03.

                  SECTION 3.04 TERMS AND CONDITIONS FOR PAYMENT IN COMMON STOCK.

                  (a)      General.

                  (i)      The Notes to be purchased by the Company on any
         Change in Control Purchase Date pursuant to Section 3.02 and on any
         Purchase Date pursuant to Section 3.03 may be paid for, at the election
         of the Company, in cash or shares of Common Stock, subject to the
         conditions set forth in this Section 3.04.

                  (ii)     The Company shall designate, in the Company's Notice
         of Change in Control delivered pursuant to Section 3.02 or the Company
         Notice delivered pursuant to Section 3.03, whether the Company will
         purchase the Notes for cash or Common Stock; provided that the Company
         will pay cash for fractional interests in Common Stock.

                  (iii)    At least three Business Days before the date of the
         Company's Notice of Change in Control or the Company Notice, as
         applicable, the Company shall deliver an Officers' Certificate to the
         Trustee specifying:

                  (A)      the manner of payment selected by the Company;

                  (B)      the information required by Section 3.02(d) (in the
                  case of a Company's Notice of Change in Control) or Section
                  3.03(c) (in the case of a Company Notice);

                                       34
<PAGE>

                  (C)      if the Company elects to pay the Purchase Price in
                  Common Stock, that the conditions to such manner of payment
                  set forth in Section 3.04(b)have been or will be complied
                  with; and

                  (D)      whether the Company desires the Trustee to give the
                  Company's Notice of Change in Control required by Section
                  3.02(d) or the Company Notice required by Section 3.03(c), as
                  applicable.

                  (b)      Conditions to Payment in Common Stock. The Company's
right to exercise its election to purchase the Notes pursuant to Section 3.02 or
Section 3.03 through the issuance of shares of Common Stock shall be conditioned
upon:

                  (i)      the Company's not having notified Holders pursuant to
         its Company's Notice of Change in Control pursuant to Section 3.02 or
         Company Notice pursuant to Section 3.02 of an election to pay the
         Change in Control Purchase Price or Purchase Price, respectively,
         entirely in cash;

                  (ii)     the shares of Common Stock having been admitted for
         listing or admitted for listing subject to notice of issuance on the
         principal United States securities exchange on which the Common Stock
         is then listed or, if the Common Stock is not then listed on a national
         or regional securities exchange, as quoted on the National Association
         of Securities Dealers Automated Quotation System;

                  (iii)    the registration of the shares of Common Stock to be
         issued in respect of the payment of the Change in Control Purchase
         Price or Purchase Price, as applicable, under the Securities Act, or
         the Exchange Act, in each case, if required;

                  (iv)     the necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration; and

                  (v)      the receipt by the Trustee of an Officers'
         Certificate and an Opinion of Counsel each stating that (A) the terms
         of the issuance of the Common Stock are in conformity with this
         Indenture and (B) the shares of Common Stock to be issued by the
         Company in payment of the Change in Control Purchase Price or Purchase
         Price, as applicable, in respect of Notes have been duly authorized
         and, when issued and delivered pursuant to the terms of this Indenture
         in payment of the Change in Control Purchase Price or Purchase Price,
         as applicable, in respect of the Notes, will be validly issued, fully
         paid and non-assessable and, to the best of such counsel's knowledge,
         free from preemptive rights, and, in the case of such Officers'
         Certificate, stating that conditions (i), (ii), (iii) and (iv) above
         and the condition set forth in the immediately following paragraph have
         been satisfied and, in the case of such Opinion of Counsel, stating
         that conditions (ii), (iii) and (iv) above have been satisfied.

                  The Company may pay the Purchase Price in Common Stock only if
the information necessary to determine the Sale Price is published in a daily
newspaper of national circulation.

                                       35
<PAGE>

                  Such Officers' Certificate shall also set forth the number of
shares of Common Stock to be issued for each $1,000 principal amount of Notes
and the Sale Price of a share of Common Stock on each Trading Day during the
period for which the number of shares of Common Stock to be issued as the Change
in Control Purchase Price or Purchase Price, as applicable, is calculated.

                  If the foregoing conditions are not satisfied with respect to
a Holder or Holders prior to the close of business on the Change in Control
Purchase Date or the Purchase Date, as applicable, and the Company has elected
to purchase the Notes pursuant to the terms hereof through the issuance of
shares of Common Stock, the Company shall pay the entire Change in Control
Purchase Price or Purchase Price, as applicable, of the Notes of such Holder or
Holders in cash.

                  (c)      Procedure upon Purchase. In connection with any
purchase of Notes by the Company pursuant to Section 3.02 or 3.03, the Company
shall, promptly following the later of the Change in Control Purchase Date or
the relevant Purchase Date, as applicable, and the time of delivery of the Note
to be purchased, deliver to each Holder entitled to receive Common Stock through
the Paying Agent, a certificate for the number of full shares of Common Stock
issuable in payment of the Change in Control Purchase Price or the Purchase
Price, as applicable, and cash in lieu of any fractional interests. The person
in whose name the certificate for Common Stock is registered shall be treated as
a holder of record of shares of Common Stock on the Business Day following the
Change in Control Purchase Date or the relevant Purchase Date, as applicable. No
payment or adjustment will be made for dividends on the Common Stock the record
date for which occurred on or prior to the Purchase Date.

                  (d)      Taxes. If a Holder of a Note is paid in Common Stock,
the Company shall pay any documentary, stamp or similar issue or transfer tax
due on such issue of shares of Common Stock. However, the Holder shall pay any
such tax which is due because the Holder requests the shares of Common Stock to
be issued in a name other than the Holder's name. The Paying Agent may refuse to
deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Paying Agent receives a sum sufficient to
pay any tax which will be due because the shares of Common Stock are to be
issued in a name other than the Holder's name. Nothing herein shall preclude any
income tax withholding required by law or regulations.

                  (e)      Fractional Shares. The Company will not issue a
fractional share of Common Stock in payment of the Change in Control Purchase
Price or the Purchase Price. Instead, the Company will pay cash in respect of
any fractional share of Common Stock that is deliverable to Holders as the
Change in Control Purchase Price or the Purchase Price, as applicable. The cash
amount payable in respect of any fractional share of Common Stock shall be
determined by multiplying the "market value" (as such term is used in Section
3.02 and Section 3.03, as applicable) by such fraction, and rounding such
product to the nearest whole cent. It is understood that if a Holder elects to
have more than one Note purchased, the number of shares of Common Stock shall be
based on the aggregate amount of Notes to be purchased. For purposes of
determining the existence of potential fractional shares of Common Stock, all
Notes subject to purchase by the Company held by a Holder shall be considered
together (no matter how many separate certificates are to be presented).

                                       36
<PAGE>

                  (f)      Covenants of the Company. All shares of Common Stock
delivered upon purchase of the Notes shall be newly issued shares or treasury
shares, shall be duly authorized, validly issued, fully paid and nonassessable
and shall be free from preemptive rights and free of any lien or adverse claim
created by or arising through the Company.

                  SECTION 3.05 EFFECT OF PURCHASE NOTICE OR CHANGE IN CONTROL IN
PURCHASE NOTICE.

                  (a)      General. Upon receipt by the Paying Agent of the of
the Change in Control Purchase Notice or Purchase Notice, the Holder of the Note
in respect of which such Change in Control Purchase Notice or Purchase Notice
was given shall (unless such Change in Control Purchase Notice or Purchase
Notice is withdrawn as specified in this Section 3.05) thereafter be entitled to
receive solely the Change in Control Purchase Price or Purchase Price with
respect to such Note. Such Change in Control Purchase Price or Purchase Price
shall be paid to such Holder, subject to receipts of funds and/or Notes by the
Paying Agent, promptly following the later of (x) the Change in Control Purchase
Date or Purchase Date with respect to such Note (provided the conditions in
Section 3.02 or Section 3.03, as applicable, have been satisfied) and (y) the
time of delivery of such Note to the Paying Agent by the Holder thereof in the
manner required by Section 3.03 or Section 3.03, as applicable. Notes in respect
of which a Change in Control Purchase Notice or Purchase Notice has been given
by the Holder thereof may not be converted pursuant to Article 10 hereof on or
after the date of the delivery of such Change in Control Purchase Notice or
Purchase Notice, unless such Change in Control Purchase Notice or Purchase
Notice has first been validly withdrawn as specified in this Section 3.05.

                  (b)      Procedures for Withdrawal of Notices. A Change in
Control Purchase Notice or Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent at any
time prior to the close of business on the Business Day prior to the Purchase
Date or Change in Control Purchase Date, as applicable, specifying:

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

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

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

                  (c)      No Purchase for Cash During an Event of Default.
Notwithstanding the delivery of any Change in Control Purchase Notice or
Purchase Notice by any Holder, there shall be no purchase of any Notes by the
Company for cash pursuant to Section 3.02 or Section 3.03 if there has occurred
and is continuing an Event of Default, other than a default in the payment of
the Change in Control Purchase Price or the Purchase Price, as applicable, with
respect to such Notes. The Paying Agent will promptly return to the respective
Holders thereof any Notes (x) with respect to which a Change in Control Purchase
Notice or a Purchase Notice has been

                                       37
<PAGE>

withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Change in Control Purchase Price or the Purchase Price, as applicable, with
respect to such Notes), in which case, upon such return, the Change in Control
Purchase Notice or the Purchase Notice, as applicable, with respect thereto
shall be deemed to have been withdrawn.

                  SECTION 3.06 DEPOSIT OF PURCHASE PRICE OR CHANGE IN CONTROL
PURCHASE PRICE. Prior to 10:00 a.m. (New York City time) on the Business Day
following the Purchase Date or Change in Control Purchase Date, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or
any Subsidiary, or an Affiliate of either of them, is acting as the Paying
Agent, the Company, such Subsidiary or such Affiliate shall segregate and hold
in trust as provided in Section 2.04 hereof) an amount of money in immediately
available funds or shares of Common Stock, if permitted hereunder, sufficient to
pay the aggregate Purchase Price or Change in Control Purchase Price of all the
Notes or portions thereof which are to be purchased as of the Purchase Date or
Change in Control Purchase Date.

                  SECTION 3.07 NOTES PURCHASED IN PART. Any Note which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note, without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Note so surrendered which is not purchased.

                  SECTION 3.08 COVENANT TO COMPLY WITH SECURITIES LAWS UPON
PURCHASE OF NOTES. In connection with any offer to purchase or purchase Notes
pursuant to Section 3.02 or Section 3.03 hereof (provided that such offer or
purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), the Company shall (i)
comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under the
Exchange Act which may then be applicable, (ii) file the related Schedule TO (or
any successor schedule, form or report) or any other schedule required under the
Exchange Act, and (iii) otherwise comply with all federal and state securities
laws so as to permit the rights and obligations under Section 3.02 and Section
3.03 to be exercised in the time and in the manner specified in accordance with
the terms hereof.

                  SECTION 3.09 REPAYMENT TO THE COMPANY. The Trustee and the
Paying Agent shall return to the Company any cash or shares of Common Stock that
remain unclaimed as provided in the Notes, together with interest or dividends,
if any, thereon, held by them for the payment of the Change in Control Purchase
Price and the Purchase Price; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.06 hereof exceeds the aggregate Change in Control Purchase
Price or Purchase Price of the Notes, as applicable, or portions thereof which
the Company is obligated to purchase as of the Change in Control Purchase Date
or the relevant Purchase Date, as applicable, then promptly (but no later than 3
Business Days) following the Change in Control

                                       38
<PAGE>

Purchase Date, the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.01 PAYMENT OF PRINCIPAL AND INTEREST ON THE NOTES.
The Company will duly and punctually pay the principal of and interest in
respect of the Notes in accordance with the terms of the Notes and this
Indenture. The Company will deposit or cause to be deposited with the Trustee,
as directed by the Trustee, no later than the day of the Stated Maturity of any
Note or installment of interest, all payments so due. Principal amount,
Redemption Price, Change in Control Purchase Price, Purchase Price and cash
interest shall be considered paid on the applicable date due if, on such date
(or, in the case of a Change in Control Purchase Price and Purchase Price on the
Business Day following the applicable Change in Control Purchase Date and the
applicable Purchase Date), the Trustee or the Paying Agent holds, in accordance
with this Indenture, money or shares of Common Stock, if permitted hereunder,
sufficient to pay all such amounts then due. The Company shall, to the extent
permitted by law, pay cash interest on overdue amounts at the Interest Rate,
compounded semi-annually, which interest shall accrue from the date such overdue
amount was originally due to the date that such overdue amount, including any
interest thereon, has been made or duly provided for in full. All such interest
shall be payable on demand.

                  SECTION 4.02 SEC AND OTHER REPORTS. The Company shall file
with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or Section 15(d)
of the Exchange Act, it shall continue to provide the Trustee with reports
containing substantially the same information as would have been required to be
filed with the SEC had the Company continued to have been subject to such
reporting requirements. In such event, such reports shall be provided at the
times the Company would have been required to provide reports had it continued
to have been subject to such reporting requirements. The Company also shall
comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein, including the Company's compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

                  SECTION 4.03 COMPLIANCE CERTIFICATE. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on September 30, 2003), an Officers'
Certificate, 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

                                       39
<PAGE>

any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

                  SECTION 4.04 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  SECTION 4.05 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The office of The Bank of New York, located at 101
Barclay Street, Floor 8 W, New York, NY 10286, Attention: Corporate Finance
Unit, shall initially be such office or agency for all of the aforesaid
purposes. The Company shall give prompt written notice to the Trustee of the
location, and of any change in the location, of any such office or agency (other
than a change in the location of the office of the Trustee). If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 13.03.

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

                  SECTION 4.06 DELIVERY OF CERTAIN INFORMATION. At any time when
the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a holder or any beneficial holder of Notes or shares of Common Stock
issued upon conversion thereof, the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or any
beneficial holder of Notes or holder of shares of Common Stock issued upon
conversion of Notes, or to a prospective purchaser of any such security
designated by any such holder, as the case may be, to the extent required to
permit compliance by such Holder or holder with Rule 144A under the Securities
Act in connection with the resale of any such security. "Rule 144A Information"
shall be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act.

                  SECTION 4.07 SUBORDINATION. The Company shall not and will not
permit its subsidiaries or other business units to incur, create, assume,
guarantee or in any other manner become directly or indirectly liable with
respect to or responsible for, or permit to remain outstanding (other than if
required by law), any Indebtedness that is subordinated or junior in right of
payment to Senior Indebtedness unless such Indebtedness ranks equal or junior in
right of payment to the Notes.

                                       40
<PAGE>

                                   ARTICLE 5

                           MERGERS AND SALES OF ASSETS

                  SECTION 5.01 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The
Company shall not, without the consent of the Holders, consolidate with, merge
into or, transfer all or substantially all of its assets to any other Person,
unless:

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

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

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

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

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

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.01 EVENTS OF DEFAULT. An "Event of Default" occurs
if:

                                       41

<PAGE>

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

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

                  (iii)    the Company fails to deliver shares of Common Stock,
         together with cash in lieu of fractional shares, when such Common Stock
         or cash in lieu of fractional shares is required to be delivered upon
         conversion of a Note pursuant to Article 10 hereof or purchase of Notes
         pursuant to Article 3 hereof;

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

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

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

                  (A)      commences a voluntary case or proceeding;

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

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

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

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

                                       42

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 6.02 ACCELERATION.

                  (a)      If an Event of Default (other than an Event of
Default specified in Section 6.01(vi) or (vii) above) occurs and is continuing
(such Event of Default not having been waived as provided in Section 6.04), the
Trustee by written notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding by notice to the

                                       43

<PAGE>

Company and the Trustee, may declare the notes immediately due and payable at
their principal amount, together with accrued and unpaid interest, if any. Upon
such declaration of acceleration, the principal amount and accrued and unpaid
interest, if any, to the date of payment on the aggregate principal amount of
Notes at the time outstanding shall be immediately due and payable.

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

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

                  SECTION 6.03 OTHER REMEDIES.

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

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

                  SECTION 6.04 WAIVER OF PAST DEFAULTS. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding, by
written notice to the Trustee (and without notice to any other Holder), may
waive an existing Default and its consequences except: (1) an Event of Default
described in Section 6.01(i), (ii) or (iii); (2) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Holder affected; or (3) a Default which consists of a failure to convert any
Note in accordance with the terms of Article 10. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right. This Section 6.04 shall be in lieu of Section
316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

                  SECTION 6.05 CONTROL BY MAJORITY. The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may, by notice
in writing to the Trustee, direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. However,

                                       44

<PAGE>

the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability
unless the Trustee is offered indemnity satisfactory to it against loss,
liability or expense. This Section 6.05 shall be in lieu of Section 316(a)1(A)
of the TIA and such Section 316(a)1(A) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

                  SECTION 6.06 LIMITATION ON SUITS. A Holder may not pursue any
remedy with respect to this Indenture or the Notes unless:

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

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

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

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

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

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

                  SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
(a) to receive payment of the principal amount, the Redemption Price, Change in
Control Purchase Price, Purchase Price or any accrued cash interest in respect
of the Notes held by such Holder, on or after the respective due dates expressed
in the Notes or any Redemption Date or any Change in Control Purchase Date, or
any Purchase Date, as applicable, (b) to convert the Notes in accordance with
Article 10, or (c) to bring suit for the enforcement of any such payment on or
after such respective dates or the right to convert, shall not be impaired or
affected adversely without the consent of such Holder.

                  SECTION 6.08 COLLECTION SUIT BY TRUSTEE. If an Event of
Default described in Section 6.01(i) or (ii) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Notes and the
amounts provided for in Section 7.06.

                  SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

                  (a)      In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding

                                       45

<PAGE>

relative to the Company or any other obligor upon the Notes or the property of
the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal amount, Redemption Price, Change in
Control Purchase Price, Purchase Price or any accrued cash interest in respect
of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of any such amount) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (i)      to file and prove a claim for the whole amount of the
         principal amount, Redemption Price, Change in Control Purchase Price,
         Purchase Price or any accrued cash interest and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel or any other amounts due the Trustee under Section
         7.06) and of the Holders allowed in such judicial proceeding, and

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

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

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

                  SECTION 6.10 PRIORITIES. Subject to the provisions of the
Pledge Agreement and Article 12 of this Indenture, if the Trustee collects any
money pursuant to this Article 6, it shall pay out the money in the following
order:

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

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

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

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

                                       46

<PAGE>

                  SECTION 6.11 UNDERTAKING FOR COSTS. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate
principal amount of the Notes at the time outstanding. This Section 6.11 shall
be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount,
Redemption Price, Change in Control Purchase Price, Purchase Price or any
accrued cash interest in respect of Notes, or any interest on such amounts, as
contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE 7

                                    TRUSTEE

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

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

                  (b)      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:

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

                                       47

<PAGE>

                  (A)      the duties and obligations of the Trustee shall be
                  determined solely by the express provisions of this Indenture,
                  and the Trustee shall not be liable except for the performance
                  of such duties and obligations as are specifically set forth
                  in this Indenture, and no implied covenants or obligations
                  shall be read into this Indenture against the Trustee; and

                  (B)      in the absence of bad faith on the part of the
                  Trustee, the Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of the opinions expressed
                  therein, upon any statements, certificates or opinions
                  furnished to the Trustee and conforming to the requirements of
                  this Indenture; but in the case of any such statements,
                  certificates or opinions which by any provision hereof are
                  specifically required to be furnished to the Trustee, the
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform to the requirements of this
                  Indenture (but need not confirm or investigate the accuracy of
                  any mathematical calculation or other facts stated therein);

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

                  (d)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section 6.05 relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture.

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

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

                  SECTION 7.02 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of
and subject to the TIA and subject to Section 7.01:

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

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

                                       48

<PAGE>

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

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

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

                  (f)      prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all such Events of Default, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note,
coupon, security, or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding; provided that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such
expenses or liabilities as a condition to proceeding; the reasonable expenses of
every such investigation shall be paid by the Company or, if paid by the Trustee
or any predecessor trustee, shall be repaid by the Company upon demand;

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

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

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

                  (j)      the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any

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<PAGE>

person authorized to sign an Officers' Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.

                  SECTION 7.03 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION
OF NOTES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Notes, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any of the Notes or of the proceeds thereof.

                  SECTION 7.04 TRUSTEE AND AGENTS MAY HOLD NOTES; COLLECTIONS,
ETC. The Trustee or any agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 7.08 and 7.13, if operative, may otherwise deal with the Company and
receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee or such agent.

                  SECTION 7.05 MONEYS HELD BY TRUSTEE. Subject to the provisions
of Section 8.02 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

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

                                       50

<PAGE>

subordinated to such senior claim to such extent. The provisions of this Section
7.06 shall survive the termination of this Indenture and the resignation or
removal of the Trustee. When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01 or in connection
with Article Six hereof, the expenses (including the reasonable fees and
expenses of its counsel) and the compensation for services in connection
therewith are to constitute the expenses of administration under any bankruptcy
law.

                  SECTION 7.07 RIGHT OF TRUSTEE TO RELY ON OFFICERS'
CERTIFICATE, ETC. Subject to Sections 7.01 and 7.02, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

                  SECTION 7.08 CONFLICTING INTERESTS. If the Trustee has or
shall acquire a conflicting interest within the meaning of the TIA, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA.

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

                  SECTION 7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

                  (a)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Notes by giving written notice of resignation to the Company and by mailing
notice thereof by first class mail to the Holders of Notes at their last
addresses as they shall appear on the Note register. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor trustee or
trustees by written instrument in duplicate, executed by authority of the Board
of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Holder who has been a bona fide Holder of a Note for at least
six months may, subject to the provisions of Section 7.11, on behalf of himself
and all others similarly situated, petition at the expense of the Company any
such court for the appointment of a successor trustee. Such court

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<PAGE>

may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

                  (i)      the Trustee shall fail to comply with the provisions
         of Section 7.08 with respect to any Notes after written request
         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Note for at least six months; or

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

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

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.11, any Holder who has been a bona fide
Holder of a Note for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition at the
expense of the Company a court of competent jurisdiction for the appointment of
a successor trustee.

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

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

                  SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

                  (a)      Any successor trustee appointed as provided in
Section 7.10 shall execute and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall

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<PAGE>

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

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

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

                  SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS OF TRUSTEE. Any corporation or banking association into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or banking association shall be qualified under
the provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such Notes
so authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificate shall have the full force and
effect that this Indenture provides for the certificate of authentication of the
Trustee; provided, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                  SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
COMPANY. The Trustee shall comply with the provisions of Section 311 of the TIA.

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<PAGE>

                  SECTION 7.14 REPORTS BY THE TRUSTEE.

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

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

                  SECTION 7.15 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall transmit to the Holders, as
the names and addresses of such Holders appear on the Note register, notice by
mail of all Defaults which have occurred, such notice to be transmitted within
90 days after the occurrence thereof, unless such defaults shall have been cured
before the giving of such notice; provided that, except in the case of Default
in the payment of the principal of, interest on, or other similar obligation
with respect to, any of the Notes, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee,
or a trust committee and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the best interests of the
Holders.

                                   ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 8.01 TERMINATION OF THE COMPANY'S OBLIGATIONS. Except
as otherwise provided in this Section 8.01, the Company may terminate its
obligations under the Notes and this Indenture if:

                  (a)      all Notes previously authenticated and delivered
(other than destroyed, lost or stolen Notes that have been replaced pursuant to
Section 2.07 hereof or Notes for whose payment money or securities have
theretofore been held in trust and thereafter repaid to the Company, as provided
in Section 8.05 hereof) have been delivered to the Trustee for cancellation and
the Company has paid all sums payable by it pursuant to the terms of this
Indenture or the Notes; or

                  (b)      (i) all of the Notes will mature within one year or
all of the Notes are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the applicable Redemption
Notice, (ii) the Company shall have deposited in trust with the Trustee, under
the terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, as trust funds solely for the benefit of the Holders for that
purpose, money or U.S. Government Obligations sufficient to pay in full the
principal of and interest on the Notes to maturity or redemption, as the case
may be, and to pay all other sums payable by pursuant to the terms of the
Indenture or the Notes, (iii) no Default or Event of Default with respect to the
Notes shall have occurred and be continuing on the date of such deposit, (iv)
such deposit will not

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<PAGE>

result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound, and (v) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with.

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

                  SECTION 8.02 DEFEASANCE AND DISCHARGE OF INDENTURE.

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

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

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

                                       55

<PAGE>

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

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

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

                  SECTION 8.03 DEFEASANCE OF CERTAIN OBLIGATIONS. The Company
may omit to comply with any term, provision or condition set forth in Article 4
upon:

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

                  (b)      the satisfaction of the provisions described in
Section 8.02(a)(ii)(b) and Section 8.02(a)(iii) hereof;

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

                                       56

<PAGE>

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

                  SECTION 8.04 APPLICATION OF TRUST MONEY. Subject to Section
8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of and interest on the Notes; but such money need not be
segregated from other funds except to the extent required by law.

                  SECTION 8.05 REINSTATEMENT. If the Trustee or the Paying Agent
is unable to apply any money or U.S. Government Obligations in accordance with
Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or
8.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the
Company has made any payment of principal of and interest on any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

                  SECTION 8.06 DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT.
If, in the event the Company exercises its option to omit compliance with
certain covenants and provisions of this Indenture with respect to the Notes
pursuant to Section 8.03 and such Notes are declared due and payable because of
the occurrence of an Event of Default that remains applicable, and the amount of
money and/or U.S. Government Obligations on deposit with the Trustee is
insufficient to pay amounts due on the Notes at the time of the acceleration
resulting from such Events of Default pursuant to Section 6.02, the Company will
remain liable for such payments.

                  SECTION 8.07 REPAYMENT OF THE COMPANY. The Trustee and the
Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the Notes
that remains unclaimed for two years, subject to applicable unclaimed property
law. After return to the Company, Holders entitled to the money or securities
must look to the Company for payment as general creditors (subject to the
provisions of Articles 11 and 12 hereof) unless an applicable abandoned property
law designates another person and the Trustee and the Paying Agent shall have no
further liability to the Holders with respect to such money or securities for
that period commencing after the return thereof.

                  SECTION 8.08 CONVERSION OF NOTES UPON DISCHARGE.
Notwithstanding any satisfaction, defeasance or discharge of this Indenture
pursuant to the provisions of this Article 8, for so long as any of the Notes
are outstanding, the conversion right of Holders set forth in this Indenture
shall not expire until the close of business on September 8, 2023 and the

                                       57

<PAGE>

Company shall remain obligated to issue duly authorized, fully paid and
nonassessable shares of Common Stock upon conversion of the Notes in accordance
with the terms of this Indenture.

                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01 WITHOUT CONSENT OF HOLDERS. The Company and the
Trustee may amend this Indenture or the Notes without the consent of any Holder
for the purposes of, among other things:

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

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

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

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

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

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

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

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

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

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<PAGE>

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

                  SECTION 9.02 WITH CONSENT OF HOLDERS. With the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
at the time outstanding, the Company and the Trustee may amend this Indenture or
the Notes. However, without the consent of each Holder affected, an amendment to
this Indenture or the Notes may not:

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

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

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

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

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

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

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

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

                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof. After an
amendment under this Section 9.02 becomes effective, the Company shall mail to
each Holder a notice briefly describing the amendment.

                  SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

                  SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND
ACTIONS. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Note hereunder is a continuing
consent by the Holder and every subsequent Holder of that Note or portion of the
Note that evidences the same obligation as the consenting Holder's Note, even if
notation of the consent, waiver or action is not made on the Note. However, any
such Holder or subsequent Holder may revoke the consent, waiver or action as to
such Holder's Note or portion of the Note if the Trustee receives the notice of
revocation

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before the date the amendment, waiver or action becomes effective. After an
amendment, waiver or action becomes effective, it shall bind every Holder.

                  SECTION 9.05 NOTATION ON OR EXCHANGE OF NOTES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 may and shall, if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Notes so modified
as to conform, in the opinion of the Trustee and the Board of Directors, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.

                  SECTION 9.06 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment contained therein does not affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall be entitled to receive, and (subject to the provisions of
Section 7.01) shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel stating that such amendment is authorized or permitted
by this Indenture.

                  SECTION 9.07 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10

                                   CONVERSION

                  SECTION 10.01 CONVERSION RIGHT AND CONVERSION RATE.

                  (a)      Subject to and upon compliance with the provisions of
this Article, at the option of the Holder thereof, any Note or any portion of
the principal amount thereof which is $1,000 or an integral multiple of $1,000
may be converted at the principal amount thereof, or of such portion thereof,
into duly authorized, fully paid and nonassessable shares of Common Stock, at
the Conversion Rate, determined as hereinafter provided, in effect at the time
of conversion. Such conversion right shall expire at the close of business on
September 8, 2023.

                  (b)      In case a Note or portion thereof is called for
redemption, such conversion right in respect of the Note or the portion so
called, shall expire at the close of business on the Redemption Date, unless the
Company defaults in the payment of the Redemption Price due. A note for which a
Holder has delivered a Purchase Notice or Change in Control Purchase Notice may
be surrendered for conversion pursuant to this Article 10 only if such notice is
withdrawn in accordance with the provisions of Section 3.05.

                  (c)      The number of shares of Common Stock that shall be
delivered to a Holder upon conversion per $1,000 principal amount of Notes
pursuant to this Article 10 shall be

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<PAGE>

19.9925 shares of Common Stock (the "Conversion Rate"). The "Conversion Price"
per $1,000 principal amount of Notes shall equal the quotient obtained by
dividing $1,000 by the Conversion Rate. The initial Conversion Rate is
equivalent to an initial Conversion Price for the Notes of approximately $50.02
per share of Common Stock. The Conversion Rate shall be adjusted in certain
instances as provided in Section 10.04.

                  SECTION 10.02 EXERCISE OF CONVERSION RIGHT.

                  (a)      To exercise the conversion right pursuant to this
Article 10, the Holder of any Note to be converted shall surrender such Note,
duly endorsed or assigned to the Company or in blank, at the specified office of
any Conversion Agent, accompanied by:

                  (i)      a duly signed conversion notice substantially in the
         form set forth in the form Note attached to this Indenture as Exhibit
         A, to the Company stating that the Holder elects to convert such Note
         or, if less than the entire principal amount thereof is to be
         converted, the portion thereof to be converted; and

                  (ii)     any funds that may be required pursuant to Section
         10.02(b) and any taxes or duties or other charges that may be required
         pursuant to Section 10.08.

                  (b)      Except as provided in this Section 10.02(b), a
converting Holder of Notes shall not be entitled to receive any accrued and
unpaid interest, if any, on any Notes being converted, and no adjustments in
respect of payments of interest, if any, on Notes surrendered for conversion or
any dividends or distributions or interest on the Common Stock issued upon
conversion shall be made upon the conversion of any Notes. By delivery to the
Holder of the number of shares of Common Stock or other consideration issuable
or payable upon conversion in accordance with this Article X, any accrued and
unpaid interest, if any, on such Notes will be deemed to have been paid in full.
Notes surrendered for conversion between the close of business on any Regular
Record Date and on or prior to the opening of business on the next succeeding
Interest Payment Date shall be accompanied by payment in New York Clearing House
funds or other funds acceptable to the Company of an amount equal to the accrued
and unpaid interest, if any, to be received by the registered Holder on such
Interest Payment Date on the principal amount of Notes being surrendered for
conversion. No such payment will be required if:

                  (i)      the Company has issued a Redemption Notice pursuant
         to Section 3.01, specifying a Redemption Date that is between the close
         of business on any Regular Record Date and on or prior to the opening
         of business on the next succeeding Interest Payment Date;

                  (ii)     the Company has issued a Company's Notice of Change
         in Control pursuant to Section 3.02, specifying a Change in Control
         Purchase Date that is between the close of business on any Regular
         Record Date and on or prior to the opening of business on the next
         succeeding Interest Payment Date; or

                  (iii)    any accrued and unpaid interest shall be overdue as
         of the Conversion Date (but only to the extent of such overdue
         interest).

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<PAGE>

                  (c)      Notes shall be deemed to have been converted
immediately prior to the close of business on the Conversion Date, and at such
time the rights of the Holders of such Notes as Holders shall cease, and the
Person or Persons entitled to receive the Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such Common
Stock at such time. As soon as practicable following the Conversion Date, the
Company shall cause to be issued and delivered to the Holders whose notes are
converted, through the Conversion Agent, a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share as provided in Section 10.03 hereof.

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

                  (e)      If shares of Common Stock to be issued upon
conversion of a Restricted Note, or securities to be issued upon conversion of a
Restricted Note in part only, are to be registered in a name other than that of
the Holder of such Restricted Note, such Holder must deliver to the Conversion
Agent a duly signed assignment form substantially in the form set forth in the
form Note attached to this Indenture as Exhibit A and, so long as the Notes are
Restricted Notes, the certification, in the form set forth in Exhibit B-1 and,
if requested by the Company or the Registrar, certification in the form set
forth in Exhibit B-2 that such beneficial interest in the Global Note is being
transferred to an Institutional Accredited Investor, each dated the date of
surrender of such Restricted Note and signed by such Holder, as to compliance
with the restrictions on transfer applicable to such Restricted Note. Neither
the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be
required to register in a name other than that of the Holder shares of Common
Stock or Notes issued upon conversion of any such Restricted Note not so
accompanied by a properly completed certificate.

                  (f)      The Company hereby initially appoints the Trustee as
the Conversion Agent.

                  SECTION 10.03 FRACTIONS OF SHARES. No fractional shares of
Common Stock shall be issued upon conversion of any Note or Notes. If more than
one Note shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issued upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issued upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment
in respect of such fraction (calculated to the nearest one-100th of a share) in
an amount equal to the same fraction of the Sale Price of the Common Stock on
the Business Day (or, if such Business Day is not a Trading Day, the Trading Day
immediately preceding such Business Day) immediately preceding the Conversion
Date.

                  SECTION 10.04 ADJUSTMENT OF CONVERSION RATE.

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<PAGE>

                  The Conversion Rate shall be adjusted from time to time as
follows:

                  (a)      Distributions in Common Stock or Other Capital Stock.
In case the Company shall, at any time or from time to time while any of the
Notes are outstanding, pay a dividend or make a distribution exclusively in
shares of Common Stock or its other Capital Stock to all holders of its
outstanding shares of Common Stock, then the Conversion Rate in effect at the
opening of business on the date next following the Record Date fixed for the
determination of the Company's stockholders entitled to receive such dividend or
other distribution shall be increased by multiplying such Conversion Rate by a
fraction:

                  (i)      the numerator of which shall be the sum of (A) the
         number of shares of Common Stock outstanding at the close of business
         on such Record Date fixed for such determination and (B) the sum of (1)
         the total number of shares of Common Stock constituting such dividend
         or other distribution and (2) if other than shares of Common Stock, the
         total number of shares equal to the quotient obtained by dividing the
         Fair Market Value (determined as provided in Section 10.04(f)(i)) on
         such Record Date of the portion of such dividend or other distribution
         consisting of other Capital Stock by the Sale Price per share of Common
         Stock on such Record Date; and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding at the close of business on such
         Record Date fixed for such determination.

                  Such increase shall become effective immediately after the
opening of business on the day following the Record Date fixed for such
determination. For the purpose of this Section 10.04(a), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

                  If any dividend or distribution of the type described in this
Section 10.04(a) is declared but not so paid or made, the Conversion Rate shall
again be adjusted to the Conversion Rate which would then be in effect if such
dividend or distribution had not been declared.

                  (b)      Subdivisions, Combinations and Certain
Reclassifications. In case the Company shall, at any time or from time to time
while any of the Notes are outstanding, subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock, then 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 the Company shall, at any time or from time
to time while any of the Notes are outstanding, combine its outstanding shares
of Common Stock into a smaller number of shares of Common Stock, then 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
decreased. In each such case, the Conversion Rate shall be adjusted by
multiplying such Conversion Rate by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately after giving effect
to such subdivision or combination and the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
subdivision or combination. Such increase or reduction, as the case may be,
shall become effective immediately after the opening of business on the day
following the day upon

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<PAGE>

which such subdivision or combination becomes effective. For the purpose of this
Section 10.04(b), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company.

                  (c)      Distributions of Rights or Warrants. In case the
Company shall, at any time or from time to time while any of the Notes are
outstanding, issue to all holders of its shares of Common Stock rights or
warrants (other than pursuant to a shareholders' rights plan), exercisable for a
period expiring not more than 60 days after the date of such issuance, entitling
such holders to subscribe for or purchase shares of Common Stock (or securities
convertible into or exchangeable or exercisable for shares of Common Stock), at
a price per share (or having a conversion, exchange or exercise price per share)
less than the Market Price of the Common Stock on the Record Date fixed for
determination of stockholders entitled to receive such rights or warrants
(treating the conversion, exchange or exercise price per share of the securities
convertible into or exchangeable or exercisable for Common Stock as equal to the
quotient of (x) the sum of (i) the price for a unit of the security convertible
into or exchangeable or exercisable for Common Stock and (ii) any additional
consideration initially payable upon the conversion, exchange or exercise of
such security into Common Stock divided by (y) the number of shares of Common
Stock initially underlying such convertible, exchangeable or exercisable
security (for the purposes of this Section 10.04(c), the "offering price")),
then the Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately after such
Record Date by a fraction:

                  (i)      the numerator of which shall be the number of shares
         of Common Stock outstanding at the close of business on such Record
         Date, plus the total number of additional shares of Common Stock so
         offered for subscription or purchase (or into which the convertible,
         exchangeable or exercisable securities so offered are convertible,
         exchangeable or exercisable); and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding on such Record Date, plus the number
         of shares (or convertible, exchangeable or exercisable securities)
         which the aggregate offering price of the total number of shares (or
         convertible, exchangeable or exercisable securities) so offered for
         subscription or purchase (or the aggregate conversion, exchange or
         exercise price of the convertible securities so offered) would purchase
         at the Market Price of the Common Stock on the Trading Day immediately
         preceding the Record Date (determined by multiplying such total number
         of shares so offered by the exercise price of such rights or warrants
         and dividing the product so obtained by such Market Price).

                  Such adjustment shall become effective immediately after the
opening of business on the day following such Record Date.

                  To the extent that shares of Common Stock (or securities
convertible into or exchangeable or exercisable for shares of Common Stock) are
not delivered pursuant to such rights or warrants, upon the expiration or
termination of such rights or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of the

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<PAGE>

delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable or exercisable for shares of Common Stock) actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if the date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants and the
value of such consideration if other than cash, to be determined in good faith
by the Board of Directors. For the purpose of this Section 10.04(c), the number
of shares of Common Stock at any time outstanding shall not include shares held
in the treasury of the Company. The Company will not pay any dividend or make
any distribution on shares of Common Stock held in the treasury of the Company.

                  (d)      Certain Distributions of Assets. (i) In case the
Company shall, at any time or from time to time while any of the Notes are
outstanding, by dividend or otherwise, distribute to all holders of its shares
of Common Stock, evidences of its indebtedness or other non-cash assets,
including rights and warrants to subscribe for or purchase any of its
securities, but excluding (x) any rights or warrants referred to in Section
10.04(c), (y) rights issued under the Company's shareholders' rights plan and
(z) dividends and distributions paid exclusively in cash (such evidence of its
indebtedness, other non-cash assets or rights and warrants being distributed
hereinafter in this Section 10.04(d) called the "distributed assets") in an
aggregate amount per share of Common Stock that, combined with the aggregate
amount of any other such distributions to all holders of Common Stock made
within the 12 months preceding the date of payment of such distribution, and in
respect of which no adjustment pursuant to this Section 10.04(d) has been made,
exceeds 15% of the Sale Price of the Common Stock on the Trading Day immediately
preceding the declaration of such distribution, then, in each such case, subject
to the other provisions of this Section 10.04(d), the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect immediately prior to the close of business on the
Record Date with respect to such distribution by a fraction:

                  (A)      the numerator of which shall be the Sale Price of the
                  Common Stock on such Record Date; and

                  (B)      the denominator of which shall be such Sale Price of
                  the Common Stock on such Record Date, less the Fair Market
                  Value on such Record Date of the portion of the distributed
                  assets (which shall include the aggregate amount of such other
                  distributions to all holders of Common Stock made within the
                  12 months preceding the date of payment of such distribution,
                  and in respect of which no adjustment pursuant to this Section
                  10.04(d) has been made) so distributed applicable to one share
                  of Common Stock (determined on the basis of the number of
                  shares of Common Stock outstanding on the Record Date)
                  (determined as provided in Section 10.04(f)).

                  Such increase shall become effective immediately prior to the
opening of business on the day following the Record Date for such distribution;
provided, however, that, if (a) the

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<PAGE>

Fair Market Value of the portion of the distributed assets so distributed
applicable to one share of Common Stock is equal to or greater than the Sale
Price of the Common Stock on the Record Date or (b) the Sale Price of the Common
Stock on the Record Date is greater than the Fair Market Value of such
distributed assets or securities by less than $1.00, then, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion, in addition to the shares of Common
Stock, the kind and amount of assets, evidences of indebtedness, or rights or
warrants comprising such dividend or distribution the Holder would have received
had such Holder converted such Notes immediately prior to such Record Date.

                  (ii)     In the event that

                  (A)      such dividend or distribution is not so paid or made
                  to all holders of shares of Common Stock on such Record Date,
                  the Conversion Rate shall again be adjusted to be the
                  Conversion Rate which would then be in effect if such dividend
                  or distribution had not been declared, and

                  (B)      such dividend or distribution is not so paid or made
                  to a Holder upon conversion of any Note in accordance with the
                  proviso described in the last sentence of Section 10.04(d)(i)
                  above, then the Conversion Rate applicable to such Holder upon
                  conversion of such Note shall be the Conversion Rate which
                  would then be in effect if the proviso contained in the last
                  sentence of Section 10.04(d)(i) above had not applied to such
                  dividend or distribution.

                  (iii)    In the event any such dividend or distribution
         consists of shares of Capital Stock of, or similar equity interests in,
         one or more of the Company's Subsidiaries (a "Spin-Off"), the Fair
         Market Value of the securities to be distributed shall equal the
         average of the closing sale prices of such securities on the principal
         United States securities exchange or market on which such securities
         are then listed or quoted for the ten consecutive Trading Days
         commencing on and including the fifth Trading Day after the date on
         which "ex-dividend trading" commences for such dividend or distribution
         on the principal United States securities exchange or market on which
         such securities are then listed or quoted. In the event, however, that
         an underwritten initial public offering of the securities in the
         Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of
         the securities distributed in the Spin-Off shall mean the initial
         public offering price of such securities.

                  (iv)     Rights or warrants distributed by the Company (other
         than rights issued under the Company's shareholders' rights plan) to
         all holders of its shares of Common Stock entitling them to subscribe
         for or purchase shares of the Company's Capital Stock (either initially
         or under certain circumstances), which rights or warrants, until the
         occurrence of a specified event or events ("Trigger Event"), (x) are
         deemed to be transferred with such shares of Common Stock, (y) are not
         exercisable and (z) are also issued in respect of future issuances of
         shares of Common Stock shall be deemed not to have been distributed for
         purposes of this Section 10.04(d) (and no adjustment to the Conversion
         Rate under this Section 10.04(d) will be required) until the occurrence
         of the earliest Trigger Event. If such right or warrant is subject to
         subsequent events, upon the

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<PAGE>

         occurrence of which such right or warrant shall become exercisable to
         purchase different distributed assets, evidences of indebtedness or
         other assets, or entitle the holder to purchase a different number or
         amount of the foregoing or to purchase any of the foregoing at a
         different purchase price, then the occurrence of each such event shall
         be deemed to be the date of issuance and record date with respect to a
         new right or warrant (and a termination or expiration of the existing
         right or warrant without exercise by the holder thereof).

                  (v)      In addition, in the event of any distribution (or
         deemed distribution) of rights or warrants, or any Trigger Event or
         other event (of the type described in the preceding paragraph) with
         respect thereto, that resulted in an adjustment to the Conversion Rate
         under this Section 10.04(d):

                  (A)      in the case of any such rights or warrants which
                  shall all have been redeemed or purchased without exercise by
                  any holders thereof, the Conversion Rate shall be readjusted
                  upon such final redemption or purchase to give effect to such
                  distribution or Trigger Event, as the case may be, as though
                  it were a cash distribution, equal to the per share redemption
                  or purchase price received by a holder of shares of Common
                  Stock with respect to such rights or warrants (assuming such
                  holder had retained such rights or warrants), made to all
                  holders of shares of Common Stock as of the date of such
                  redemption or purchase; and

                  (B)      in the case of such rights or warrants which shall
                  have expired or been terminated without exercise, the
                  Conversion Rate shall be readjusted as if such rights and
                  warrants had never been issued.

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

                  (A)      a dividend or distribution of the evidences of
                  indebtedness, assets, shares of capital stock, rights or
                  warrants, other than such shares of Common Stock, such
                  subdivision or combination or such rights or warrants or
                  securities convertible into or exercisable or exchangeable for
                  Common Stock to which Sections 10.04(a), 10.04(b) and 10.04(c)
                  apply, respectively (and any Conversion Rate increase required
                  by this Section 10.04(d) with respect to such dividend or
                  distribution shall then be made), immediately followed by

                  (B)      a dividend or distribution of such shares of Common
                  Stock, such subdivision or combination or such rights or
                  warrants or securities convertible into or exercisable or
                  exchangeable for Common Stock (and any further Conversion Rate
                  increase required by Sections 10.04(a), 10.04(b) and 10.04(c)
                  with respect to such dividend or distribution shall then be
                  made), except:

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<PAGE>

                  (1)      the Record Date of such dividend or distribution
                           shall be substituted as (x) "the date fixed for the
                           determination of stockholders entitled to receive
                           such dividend or other distribution," "Record Date
                           fixed for such determinations" and "Record Date"
                           within the meaning of Section 10.04(a), (y) "the day
                           upon which such subdivision becomes effective" and
                           "the day upon which such combination becomes
                           effective" within the meaning of Section 10.04(b),
                           and (z) as "the date fixed for the determination of
                           stockholders entitled to receive such rights or
                           warrants," "the Record Date fixed for the
                           determination of the stockholders entitled to receive
                           such rights or warrants" and such "Record Date"
                           within the meaning of Section 10.04(c); and

                  (2)      any shares of Common Stock included in such dividend
                           or distribution shall not be deemed "outstanding at
                           the close of business on the date fixed for such
                           determination" within the meaning of Section 10.04(a)
                           and any reduction or increase in the number of shares
                           of Common Stock resulting from such subdivision or
                           combination shall be disregarded in connection with
                           such dividend or distribution.

                  (e)      Cash Dividends or Distributions. In case the Company
shall, at any time or from time to time while any of the Notes are outstanding,
by dividend or otherwise, distribute to all or substantially all holders of its
shares of Common Stock, cash (excluding any cash that is distributed upon a
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance to which Section 10.11 applies), then, and in
each case, immediately after the close of business on such date, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business of such Record Date by a fraction:

                  (i)      the numerator of which shall be equal to the Market
         Price of the Common Stock on the Record Date; and

                  (ii)     the denominator of which shall be equal to the Market
         Price of the Common Stock on such date, less an amount equal to the per
         share amount of cash to be distributed.

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

                  (i)      "Fair Market Value" shall mean the amount that a
         willing buyer would pay a willing seller in an arm's length transaction
         (as determined in good faith by the Board of Directors, whose good
         faith determination shall be conclusive).

                  (ii)     "Record Date" shall mean, with respect to any
         dividend, distribution or other transaction or event in which the
         holders of shares of Common Stock have the right to receive any cash,
         securities or other property or in which the shares of Common Stock (or
         other applicable security) is exchanged for or converted into any
         combination of cash, securities or other property, the date fixed for
         determination of stockholders entitled to

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<PAGE>

         receive such Cash, securities or other property (whether such date is
         fixed by the Board of Directors or by statute, contract or otherwise).

                  (g)      The Company shall be entitled at its election to make
such additional increases in the Conversion Rate, in addition to those required
by Sections 10.04(a), (b), (c), (d) and (e), as shall be necessary in order that
any dividend or distribution of Common Stock, any subdivision, reclassification
or combination of shares of Common Stock or any issuance of rights or warrants
referred to above shall not be taxable to the holders of Common Stock for United
States federal income tax purposes.

                  (h)      To the extent permitted by applicable law, the
Company may, from time to time, increase the Conversion Rate by any amount for
any period of time, if such period is at least 20 days, or such longer period as
may be required by law, the Board of Directors determines that the increase in
the Conversion Rate is in the best interest of the Company, and the increase is
irrevocable during the period. Whenever the Conversion Rate is increased
pursuant to the preceding sentence, the Company shall mail to the Trustee and
each Holder at the address of such Holder as it appears in the register of the
Notes maintained by the Registrar, at least 15 days prior to the date the
increased Conversion Rate takes effect, a notice of the increase stating the
increased Conversion Rate and the period during which it will be in effect.

                  (i)      In any case in which this Section 10.04 shall require
that any adjustment be made effective as of or retroactively immediately
following a Record Date, the Company may elect to defer (but only for five
Trading Days following the filing of the statement referred to in Section 10.05)
issuing to the Holder of any Note converted after such Record Date the shares of
Common Stock issuable upon such conversion over and above the shares of Common
Stock issuable upon such conversion on the basis of the Conversion Rate prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.

                  (j)      All calculations under this Section 10.04 shall be
made to the nearest cent or one-hundredth of a share, with one-half cent and
0.005 of a share, respectively, being rounded upward. Notwithstanding any other
provision of this Section 10.04, the Company shall not be required to make any
adjustment of the Conversion Rate unless such adjustment would require an
increase or decrease of at least 1% of the Conversion Price then in effect. Any
lesser adjustment shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment that, together with any adjustment
or adjustments so carried forward, shall amount to an increase or decrease of at
least 1% in the Conversion Price then in effect. Any adjustments under this
Section 10.04 shall be made successively whenever an event requiring such an
adjustment occurs.

                  (k)      In the event that at any time, as a result of an
adjustment made pursuant to this Section 10.04, the Holder of any Note
thereafter surrendered for conversion shall become entitled to receive any
shares of stock of the Company (other than shares of Common Stock), the number
of shares of such stock and other property receivable by a Holder upon
subsequent conversion of such Note shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock

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contained in subparagraphs (a) through (j) of this Section 10.04, and the
provisions of Article 10 with respect to the Common Stock shall apply on like or
similar terms to any such other shares and the good faith determination of the
Board of Directors as to any such adjustment shall be conclusive.

                  (l)      Notwithstanding anything in this Section 10.04 to the
contrary, no adjustment to the Conversion Rate will be made in respect to any
payment, distribution or other transaction referred to above if the Company
makes proper provision so that each Holder who thereafter converts Notes is
entitled to receive, upon that conversion, the same amount and kind of assets or
other property that the Holder would have received if the Holder had converted
Notes into Common Stock at the relevant time.

                  (m)      No adjustment shall be made pursuant to this Section
10.04:

                  (i)      upon the issuance of any shares of Common Stock
         pursuant to any present or future plan providing for the reinvestment
         of dividends or interest payable on securities of the Company and the
         investment of additional optional amounts in shares of Common Stock
         under any plan;

                  (ii)     upon the issuance of any shares of Common Stock or
         options or rights to purchase those shares pursuant to any present or
         future employee, director or consultant benefit plan or program of the
         Company or any of its Subsidiaries;

                  (iii)    upon the issuance of any shares of Common Stock
         pursuant to any option, warrant, right, or exercisable, exchangeable or
         convertible security not described in (i) or (ii) above and outstanding
         as of the date of original issuance of the Notes;

                  (iv)     upon or with respect to a purchase of shares of the
         Common Stock by the Company, including, without limitation, purchases
         made with the proceeds of the sale of Notes;

                  (v)      (y) in the event rights issued pursuant to the
         Company's shareholders' rights plan detach from the Common Stock and
         become separately tradeable or (z) upon exercise of such rights by
         holders thereof and issuance of securities as a consequence thereof;

                  (vi)     for a change in the par value of the Common Stock; or

                  (vii)    for accrued and unpaid interest and liquidated
         damages, if any, on the Notes.

                  SECTION 10.05 NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.
Whenever the Conversion Price is adjusted as herein provided (other than in the
case of an adjustment pursuant to the second paragraph of Section 10.04(h) for
which the notice required by such paragraph has been provided), the Company
shall promptly file with the Trustee and any Conversion Agent other than the
Trustee an Officers' Certificate setting forth the adjusted Conversion Price and
showing in reasonable detail the facts upon which such adjustment is based.
Promptly after delivery of such Officers' Certificate, the Company shall prepare
a notice

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stating that the Conversion Price has been adjusted and setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Register within 20 days of the effective date of
such adjustment. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.

                  SECTION 10.06 NOTICE PRIOR TO CERTAIN ACTIONS. In case at any
time after the date hereof:

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

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

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

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

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.05 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 13.03
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                  (A)      the date on which a record is to be taken for the
                  purpose of such dividend, distribution, rights or warrants,
                  or, if a record is not to be taken, the date as of which the
                  holders of Common Stock of record to be entitled to such
                  dividend, distribution, rights or warrants are to be
                  determined, or

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

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

                  SECTION 10.07 COMPANY TO RESERVE COMMON STOCK. The Company
shall at all times use its best efforts to reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of fully
paid and nonassessable Common Stock then issuable upon the conversion of all
Notes outstanding.

                  SECTION 10.08 TAXES ON CONVERSIONS. Except as provided in the
next sentence, the Company will pay any and all taxes (other than taxes on
income) and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Notes pursuant hereto. A Holder
delivering a Note for conversion shall be liable for and will be required to pay
any tax or duty which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that of the
Holder of the Note(s) to be converted, and no such issue or delivery of shares
of Common Stock shall be made unless the Holder requesting such issuance and
delivery has paid to the Company the amount of any such tax or duty, or has
established to the satisfaction of the Company that such tax or duty has been
paid.

                  SECTION 10.09 COVENANT AS TO COMMON STOCK. The Company
covenants that all shares of Common Stock which may be issued upon conversion of
Notes will upon issue be fully paid and nonassessable and, except as provided in
Section 10.08, the Company will pay all taxes, liens and charges with respect to
the issue thereof.

                  SECTION 10.10 CANCELLATION OF CONVERTED NOTES. All Notes
delivered for conversion shall be delivered to the Trustee to be canceled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 2.10.

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

                  (a)      If any of following events occur, namely:

                  (i)      any reclassification or change of the outstanding
         shares of Common Stock (other than a change in par value, or from par
         value to no par value, or from no par value to par value, or as a
         result of a subdivision or combination);

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

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

in each case, as a result of which holders of Common Stock shall be entitled to
receive stock, securities or other property or assets (including cash or any
combination thereof) with respect to or in exchange for such Common Stock, the
Company or the successor or purchasing

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<PAGE>

corporation, as the case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the TIA as in force at the date of execution
of such supplemental indenture if such supplemental indenture is then required
to so comply) providing that the Notes shall be convertible into the kind and
amount of shares of stock and other securities or property or assets (including
cash or any combination thereof) which such Holder would have owned or been
entitled to receive upon such reclassification, change, merger, consolidation,
combination, sale or conveyance had such Notes been converted into shares of
Common Stock immediately prior to such reclassification, change, merger,
consolidation, combination, sale or conveyance, assuming such holder of Common
Stock did not exercise its rights of election, if any, as to the kind or amount
of securities, cash or other property receivable upon such reclassification,
change, merger, consolidation, combination, sale or conveyance (provided that,
if the kind or amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, combination, sale or conveyance
is not the same for each share of Common Stock in respect of which such rights
of election shall not have been exercised ("Non-Electing Share"), then for the
purposes of this Section 10.11 the kind and amount of securities, cash or other
property receivable upon such reclassification, change, merger, consolidation,
combination, sale or conveyance for each Non-Electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-Electing Shares). Such supplemental indenture shall provide for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 10. If, in the case of any such reclassification,
change, merger, consolidation, combination, sale or conveyance, the stock or
other securities and assets receivable thereupon by a holder of shares of Common
Stock includes shares of stock or other securities and assets of a corporation
other than the successor or purchasing corporation, as the case may be, in such
reclassification, change, merger, consolidation, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the Holders of the Notes as the Board of Directors shall reasonably
consider necessary by reason of the foregoing, including to the extent
practicable the provisions providing for the purchase rights set forth in
Section 3.09 hereof.

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

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

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

                  SECTION 10.12 RESPONSIBILITY OF TRUSTEE FOR CONVERSION
PROVISIONS. The Trustee, subject to the provisions of Section 7.01 hereof, and
any Conversion Agent shall not at any time be under any duty or responsibility
to any Holder of Notes to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or intent
of any such adjustments when made, or with respect to the method employed, or

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herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor
any Conversion Agent shall be accountable with respect to the validity or value
(of the kind or amount) of any Common Stock, or of any other securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and it or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Note for
the purpose of conversion; and the Trustee, subject to the provisions of Section
7.01 hereof, and any Conversion Agent shall not be responsible or liable for any
failure of the Company to comply with any of the covenants of the Company
contained in this Article.

                                   ARTICLE 11

                                  SUBORDINATION

                  SECTION 11.01 AGREEMENT TO SUBORDINATE. The Company agrees,
and each Holder by accepting a Note agrees, that the Indebtedness, interest and
other obligations of any kind evidenced by the Notes and this Indenture (except
as set forth in this Section 11, with respect to Permitted Payments) are
subordinated in right of payment, to the extent and in the manner provided in
this Article 11, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

                  SECTION 11.02 LIQUIDATION; DISSOLUTION; BANKRUPTCY. In the
event of any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relating to the Company or to its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company (except in connection with the
consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of all or substantially all of its
properties and assets upon the terms and conditions described in Article 5), the
holders of Senior Indebtedness will be entitled to receive payment in full in
cash or cash equivalents of all Senior Indebtedness, or provision shall be made
for such payment in full, before the Holders will be entitled to receive any
payment or distribution of any kind or character (other than Permitted Payments
and Permitted Junior Securities) on account of principal of or interest on the
Notes; and any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than a payment or
distribution in the form of Permitted Payments and Permitted Junior Securities),
by set-off or otherwise, to which the Holders or the Trustee would be entitled
but for the provisions of this Article 11 shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of Senior Indebtedness or their representative or representatives
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

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                  SECTION 11.03 DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

                  (a)      No payment or distribution of any assets of the
Company of any kind or character, whether in cash, property or securities (other
than Permitted Payments and Permitted Junior Securities), may be made by or on
behalf of the Company on account of principal of or interest on the Notes or on
account of the purchase, redemption or other acquisition of Notes upon the
occurrence of any default in payment (whether at Stated Maturity, upon scheduled
installment, by acceleration or otherwise) of principal of or interest on
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") until such Payment Default shall have been cured or waived in writing
or shall have ceased to exist or such Designated Senior Indebtedness shall have
been discharged or paid in full in cash or cash equivalents.

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

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

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

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

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

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

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

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period of not less than 90 consecutive days subsequent to the commencement of
such initial Payment Blockage Period.

                  SECTION 11.04 ACCELERATION OF NOTES. If payment of the Notes
is accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Indebtedness of the acceleration.

                  SECTION 11.05 WHEN DISTRIBUTION MUST BE PAID OVER.

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

                  (b)      With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform only such obligations on the part of the
Trustee as are specifically set forth in this Article 11, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article 11, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

                  SECTION 11.06 NOTICE BY THE COMPANY. The Company shall
promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of any obligations with respect to the Notes
to violate this Article 11, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness as provided in this
Article 11.

                  SECTION 11.07 SUBROGATION. After all Senior Indebtedness is
paid in full and until the Notes are paid in full, Holders shall be subrogated
(equally and ratably with all other Indebtedness that is equal in right of
payment to the Notes) to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Indebtedness. A distribution made under this Article 11 to holders of Senior
Indebtedness that otherwise would have been made to Holders is not, as between
the Company and Holders, a payment by the Company of the Notes.

                  SECTION 11.08 RELATIVE RIGHTS. This Article 11 defines the
relative rights of Holders and holders of Senior Indebtedness. Nothing in this
Indenture shall: (i) impair, as between the Company and Holders, the obligation
of the Company, which is absolute and

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<PAGE>

unconditional, to pay principal of and interest on the Notes in accordance with
their terms; (ii) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or (iii) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders
and owners of Senior Indebtedness to receive distributions and payments
otherwise payable to Holders of Notes. If the Company fails because of this
Article 11 to pay principal of or interest on a Note on the due date, the
failure is still a Default or Event of Default.

                  SECTION 11.09 SUBORDINATION MAY NOT BE IMPAIRED BY THE
COMPANY.

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

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

                  SECTION 11.10 DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

                  SECTION 11.11 RIGHTS OF TRUSTEE AND PAYING AGENT.

                  (a)      Notwithstanding the provisions of this Article 11 or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment or distribution by the Trustee, and the Trustee and the Paying Agent may
continue to make payments on the Notes, unless a Responsible Officer of the

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<PAGE>

Trustee shall have received at its Corporate Trust Office at least three
Business Days prior to the date of such payment written notice of facts that
would cause the payment of any obligations with respect to the Notes to violate
this Article 11. Only the Company or its duly authorized representative may give
the notice. Nothing in this Article 11 shall impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.06.

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

                                   ARTICLE 12

                                    SECURITY

                  SECTION 12.01 PLEDGED SECURITIES. On the date of this
Indenture, the Company shall enter into the Pledge Agreement and comply with the
terms and provisions thereof. On the date of original issuance of the Notes, the
Company shall contribute the Pledged Securities to be pledged to the Trustee for
the benefit of the Holders in such amount as will be sufficient upon receipt of
scheduled interest and/or principal payments of such Pledged Securities to
provide for payment in full of the first six scheduled interest payments due on
the Notes. The Pledged Securities shall be pledged by the Company to the Trustee
for the benefit of the Holders and shall be held by the Trustee in the Pledge
Account pending disposition pursuant to the Pledge Agreement.

                  SECTION 12.02 PLEDGE AGREEMENT. Each Holder, by its acceptance
of a Note, consents and agrees to the terms of the Pledge Agreement (including,
without limitation, the provisions providing for foreclosure and release of the
Pledged Securities) as the same may be in effect or may be amended from time to
time in accordance with its terms, and authorizes and directs the Trustee to
enter into the Pledge Agreement and to perform its respective obligations and
exercise its respective rights thereunder in accordance therewith. The Company
will do or cause to be done all such acts and things as may be necessary or
reasonably requested by the Trustee, or as may be required by the provisions of
the Pledge Agreement, to assure and confirm to the Trustee the security interest
in the Pledged Securities contemplated hereby, by the Pledge Agreement or any
part thereof, as from time to time constituted, so as to render the same
available for the security and benefit of this Indenture and of the Notes
secured hereby, according to the intent and purposes herein and therein
expressed. The Company shall take, or shall cause to be taken, upon request of
the Trustee, any and all actions reasonably required to cause the Pledge
Agreement to create and maintain, as security for the obligations of the Company
under this Indenture and the Notes, valid and enforceable first priority liens
in and on

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<PAGE>

all the Pledged Securities, in favor of the Trustee, superior to and prior to
the rights of third Persons and subject to no other Liens.

                  SECTION 12.03 RELEASE OF PLEDGED SECURITIES. The release of
any Pledged Securities pursuant to the Pledge Agreement will not be deemed to
impair the security under this Indenture in contravention of the provisions
hereof if and to the extent the Pledged Securities are released pursuant to this
Indenture and the Pledge Agreement. To the extent applicable, the Company shall
cause TIA Section 314(d) relating to the release of property or securities from
the Lien and security interest of the Pledge Agreement and relating to the
substitution therefor of any property or securities to be subjected to the Lien
and security interest of the Pledge Agreement to be complied with. Any
certificate or opinion required by TIA Section 314(d) may be made by an Officer
of the Company, except in cases where TIA Section 314(d) requires that such
certificate or opinion be made by an independent Person, which Person shall be
an independent engineer, appraiser or other expert selected by the Company.

                  SECTION 12.04 COMPLIANCE. The Company shall cause TIA
Section 314(b), relating to opinions of counsel regarding the Lien under the
Pledge Agreement, to be complied with. The Trustee may accept, to the extent
permitted by the TIA, as conclusive evidence of compliance the appropriate
statements contained in an Opinion of Counsel or an Officers' Certificate
provided pursuant to Section 4.03.

                  SECTION 12.05 SUITS AND PROCEEDINGS. The Trustee may, in its
sole discretion and without the consent of the Holders, on behalf of the
Holders, take all reasonable actions in accordance with the Pledge Agreement
necessary or appropriate in order to (i) enforce any of the terms of the Pledge
Agreement and (ii) collect and receive any and all amounts payable in respect of
the obligations of the Company thereunder. The Trustee shall have power to
institute and to maintain such suits and proceedings as the Trustee may
reasonably deem expedient to preserve or protect its interests and the interests
of the Holders in the Pledged Securities (including power to institute and
maintain suits or proceedings to restrain the enforcement of or compliance with
any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the security interest hereunder or be
prejudicial to the interests of the Holders or of the Trustee).

                                       79

<PAGE>

                                   ARTICLE 13

                                  MISCELLANEOUS

                  SECTION 13.01 CALCULATIONS IN RESPECT OF THE NOTES. The
Company or its agents will be responsible for making all calculations called for
under the Notes including, but not limited to, determination of the Sale Price
and "market value" (as such terms are used in Sections 3.02 and 3.03 of this
Indenture) of the Common Stock. All calculations shall be made in good faith
and, absent manifest error, will be final and binding on Holders of the Notes.
The Company or its agents will be required to deliver to the Trustee a schedule
of its calculations and the Trustee will be entitled to conclusively rely upon
the accuracy of such calculations without independent verification.

                  SECTION 13.02 TRUST INDENTURE ACT CONTROLS. If any provision
of this Indenture limits, qualifies, or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 13.03 NOTICES. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:

                  if to the Company:

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

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

                  if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Floor 8 W
                           New York, NY 10286
                           Attention: Corporate Finance Unit

                           Telephone No. (212) 815-2491
                           Facsimile No. (212) 815-5707

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

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

                                       80

<PAGE>

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

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

                  SECTION 13.04 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c).

                  SECTION 13.05 CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT.

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

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

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

                  (b)      If a Company Order pursuant to Section 2.02 hereof
has been, or simultaneously is, delivered, any instructions by the Company to
the Trustee with respect to endorsement, delivery or redelivery of a Note issued
in global form shall be in writing, but need not comply with Section 13.05(a)
hereof and need not be accompanied by an Opinion of Counsel.

                  SECTION 13.06 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
Each Officers' Certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include:

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

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

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

                                       81

<PAGE>

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

                  SECTION 13.07 SEPARABILITY CLAUSE. In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  SECTION 13.08 RULES BY TRUSTEE, PAYING AGENT, CONVERSION AGENT
AND REGISTRAR. The Trustee may make reasonable rules for action by or a meeting
of Holders. The Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

                  SECTION 13.09 LEGAL HOLIDAYS. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the action shall be taken on the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Notes, no interest, if any, shall accrue for the
intervening period.

                  SECTION 13.10 GOVERNING LAW. THIS INDENTURE AND THE NOTES WILL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 13.11 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

                  SECTION 13.12 SUCCESSORS. All agreements of the Company in
this Indenture and the Notes shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

                  SECTION 13.13 MULTIPLE ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                                       82

<PAGE>

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

                                                OSI PHARMACEUTICALS, INC.

                                                By: /s/
                                                    ____________________________
                                                    Name:
                                                    Title:

                                                THE BANK OF NEW YORK, as Trustee

                                                By: /s/
                                                    ____________________________
                                                    Name:
                                                    Title:

<PAGE>

                                    EXHIBIT A

                                 [FORM OF NOTE]

[Global Securities Legend]:

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

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

[Restricted Securities Legend]:

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY
         NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
         ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
         FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS
         THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR
         OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON
         CONVERSION OF THIS NOTE PRIOR TO THE DATE THAT IS THE LATER OF (X) TWO
         YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE
         LAST DATE ON WHICH OSI PHARMACEUTICALS, INC. OR ANY AFFILIATE OF OSI
         PHARMACEUTICALS, INC. WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF
         THIS SECURITY) OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
         144(K) UNDER THE SECURITIES OR ANY SUCCESSOR PROVISION HEREUNDER AND
         (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
         EXCEPT: (A) TO OSI

                                      A-1
<PAGE>

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

                                      A-2

<PAGE>

                            OSI PHARMACEUTICALS, INC.
              3 1/4% Convertible Senior Subordinated Notes due 2023

No.: 1                                                       CUSIP:  671040 AC 7
Issue Date: September 8, 2003

         OSI PHARMACEUTICALS, INC., a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of ONE HUNDRED AND
THIRTY-FIVE MILLION DOLLARS ($135,000,000) on September 8, 2023.

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

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

Dated: September 8, 2003.                        OSI PHARMACEUTICALS, INC.

                                                     /s/
                                                 By:____________________________
                                                    Name:
                                                    Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

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

   /s/
By_____________________________
      Authorized Signatory

Dated: ______________________

                                      A-3

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

              3 1/4% Convertible Senior Subordinated Notes due 2023

1.       Cash Interest.

         The Company promises to pay interest in cash on the principal amount of
this Note at the rate per annum of 3 1/4%. The Company will pay cash interest
semiannually in arrears on March 8 and September 8 of each year (each an
"Interest Payment Date") to Holders of record at the close of business on the
immediately preceding February 24 and August 24 (whether or not a Business Day)
(each a "Regular Record Date"), as the case may be, immediately preceding such
Interest Payment Date. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or duly provided or, if no interest
has been paid, from the date of issuance of the Notes. Cash interest will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

         CAPITALIZED TERMS USED HEREIN AND NOT DEFINED HEREIN HAVE THE MEANINGS
ASCRIBED THERETO IN THE INDENTURE.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement. In accordance with the terms of the Registration Rights
Agreement, during the first 90 days following the day on which an Event (as
defined in the Registration Rights Agreement) has occurred and is continuing,
the Interest Rate borne by the Notes shall be increased by .25% of the principal
amount. From and after the 91st day following the day on which an Event has
occurred and such Event is continuing, the Interest Rate borne by the Notes
shall be increased by an additional 0.5%. In no event shall the Interest Rate
borne by the Notes exceed 3.75%. Any amount of additional interest will be
payable in cash semiannually, in arrears, on each Interest Payment Date to
Holders of record at the close of business on the immediately preceding Regular
Record Date and will cease to accrue on the date the Event is cured. This
description of certain provisions of the Registration Rights Agreement is
qualified by reference to, and is subject in its entirety to, the more complete
description thereof contained in the Registration Rights Agreement.

         The Holder of this Note is entitled to the benefits of the Pledge
Agreement, dated September 8, 2003, between the Company and the Trustee,
pursuant to which the Company has placed in the Pledge Account cash or Pledged
Financial Assets sufficient to provide for the payment of the first six interest
payments on this Note. The terms capitalized but undefined in this paragraph
have the meanings given to them in the Pledge Agreement. This description of
certain provisions of the Pledge Agreement is qualified by reference to, and is
subject in its entirety to, the more complete description thereof contained in
the Pledge Agreement.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of and interest on this Note to a
Paying Agent. In respect of Redemption Prices, Purchase Prices and Change in
Control Purchase Prices, the Company will make

                                      A-4

<PAGE>

payments in respect of the principal of and interest on this Note to Holders who
surrender Notes to the Paying Agent to collect such payments in respect of the
Notes.

         Payments in respect of Global Notes shall be made by wire transfer of
immediately available funds to the account specified by the Holder. Payments in
respect of Certificated Notes shall be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by check mailed to the address of the Person entitled
thereto as such address appears in the Register.

         The Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.
Any payment required to be made on any day that is not a Business Day shall be
made on the next succeeding Business Day.

3.       Paying Agent, Conversion Agent and Registrar.

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

4.       Indenture.

         The Company issued the Notes under an Indenture dated as of September
8, 2003 (the Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as in effect from time to time
(the "TIA"). The Notes are subject to all the terms of the Indenture, and
Holders are referred to the Indenture and the TIA for a statement of those
terms.

         The Notes are general unsecured obligations of the Company (except as
provided in Article 12 of the Indenture) limited to $150,000,000 aggregate
principal amount. Subject to Section 4.07 of the Indenture, the Indenture does
not limit other indebtedness of the Company, secured or unsecured.

5.       Optional Redemption.

         The Notes are not redeemable prior to September 8, 2008. On or after
September 8, 2008, the Company may, at its option, redeem the Notes for cash, in
whole at any time or in part from time to time, on any date prior to the Stated
Maturity of the Notes, upon notice given in accordance with the terms of the
Indenture, at the Redemption Price.

         A written notice shall be given by the Company to the Holders of Notes
to be redeemed and to the Trustee. Such notice shall be given at least 30 days
but not more than 60 days prior to the Redemption Date, in the form and manner
set forth in the Indenture.

                                      A-5

<PAGE>

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

         No sinking fund is provided for the Notes.

6.       Purchase at the Option of the Holder Upon a Change in Control.

         If there shall have occurred a Change in Control, all or any portion of
the Notes of any Holder equal to $1,000 or an integral multiple of $1,000 shall
be purchased by the Company, at the option of such Holder, at a purchase price
equal to 100% of the principal amount of the Notes to be purchased plus accrued
and unpaid interest, if any, to but excluding, the purchase date, which purchase
date shall be no later than 30 Business Days after the occurrence of such Change
in Control in accordance with the provisions of the Indenture.

         The Change in Control Purchase Price is payable in cash or, at the
option of the Company, in shares of Common Stock. Subject to the fulfillment by
the Company of the conditions set forth in the Indenture, the Company may elect
to pay the Change in Control Purchase Price by delivering the number of shares
of Common Stock equal to (i) the Change in Control Purchase Price divided by
(ii) 95% of the average of the Sale Prices of the Common Stock for the five
consecutive Trading Days ending on the third Business Day (or, if such Business
Day is not a Trading Day, the Trading Day immediately preceding such Business
Day) prior to the Change in Control Purchase Date.

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

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

7.       Purchase of Notes at the Option of the Holder.

         Holders have the right to require the Company to purchase their Notes
(in a principal amount equal to $1,000 or any integral multiple of $1,000) on
each Purchase Date at the relevant Purchase Price upon delivery to the Paying
Agent by the Holder of a written notice of purchase at any time from the opening
of business on the date that is not less than 20 Business Days prior to a
Purchase Date until the close of business on the Business Day immediately
preceding such Purchase Date.

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

                                      A-6

<PAGE>

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

8.       Conversion.

         Subject to and upon compliance with the provisions of Article 10 of the
Indenture, at the option of the Holder thereof, any Note or any portion of the
principal amount thereof which is $1,000 or an integral multiple of $1,000 may
be converted at the principal amount thereof, or of such portion thereof, into
duly authorized, fully paid and nonassessable shares of Common Stock, at the
Conversion Rate, determined as hereinafter provided, in effect at the time of
conversion. Such conversion right shall expire at the close of business on
September 8, 2023.

         In case a Note or portion thereof is called for redemption, such
conversion right in respect of the Note or the portion so called, shall expire
at the close of business on the Redemption Date, unless the Company defaults in
the payment of the Redemption Price due. A note for which a Holder has delivered
a Purchase Notice or Change in Control Purchase Notice may be surrendered for
conversion pursuant to the Indenture only if such notices are withdrawn in
accordance with the provisions of the Indenture.

         The number of shares of Common Stock that shall be delivered to a
Holder upon conversion per $1,000 principal amount of Notes pursuant to the
Indenture shall initially be 19.9925 shares of Common Stock. The initial
Conversion Rate is equivalent to an initial Conversion Price for the Notes of
approximately $50.02 per share of Common Stock. The Conversion Rate shall be
adjusted in certain instances as provided in the Indenture.

         Subject to certain exceptions, Notes surrendered for conversion between
the close of business on any Regular Record Date and on or prior to the opening
of business on the next succeeding Interest Payment Date shall be accompanied by
payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the accrued and unpaid interest, if any, to be
received by the registered Holder on such Interest Payment Date on the principal
amount of Notes being surrendered for conversion.

9.       Conversion Arrangement on Call for Redemption.

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

10.      Denominations; Transfer; Exchange.

         The Notes are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.

                                      A-7

<PAGE>

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

11.      Persons Deemed Owners.

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

12.      Unclaimed Money or Notes.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors (subject to the provisions of Articles 11 and 12 hereof)
unless an applicable abandoned property law designates another person and the
Trustee and the Paying Agent shall have no further liability to the Holders with
respect to such money or securities for that period commencing after the return
thereof.

13.      Amendment; Waiver.

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

14.      Defaults and Remedies.

         Under the Indenture, Events of Default occurs if:

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

                  (ii)     the Company fails to pay an installment of interest
         (including liquidated damages, if any) on any of the Notes on an
         Interest Payment Date, and such failure to pay continues for 30 days
         after the such Interest Payment Date, whether or not such payment

                                      A-8

<PAGE>

         is prohibited by Article 11 of the Indenture, provided that a failure
         to make any of the first six scheduled interest payments on the Notes
         within three Business Days after the applicable Interest Payment Date
         will constitute an Event of Default with no additional grace or cure
         period;

                  (iii)    the Company fails to deliver shares of Common Stock,
         together with cash in lieu of fractional shares, when such Common Stock
         or cash in lieu of fractional shares is required to be delivered upon
         conversion of a Note pursuant to Article 10 hereof or purchase of Notes
         pursuant to Article 3 hereof;

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

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

                  (vi)     the Company or any Significant Subsidiary is subject
         to certain events of bankruptcy, insolvency or reorganization pursuant
         to or under or within the meaning of any Bankruptcy Law; or

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

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

15.      Subordination

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

                                      A-9

<PAGE>

16.      Trustee Dealings with the Company.

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

17.      No Recourse Against Others.

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

18.      Authentication.

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

19.      Abbreviations.

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

20.      GOVERNING LAW.

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

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

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

                                      A-10

<PAGE>

             ASSIGNMENT FORM                             CONVERSION NOTICE

To assign this Note, fill in the form      To convert this Note into Common
below:                                     Stock of the Company, check the box:

I or we assign and transfer this Note
to                                                           [ ]

_____________________________________      To convert only part of this Note,
                                           state the principal amount to be
_____________________________________      converted (which must be $1,000 or an
                                           integral multiple of $1,000):
(Insert assignee's soc. sec. or tax
ID no.)                                    $____________________________________

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

_____________________________________      _____________________________________
(Print or type assignee's name,
address and zip code)                      _____________________________________
                                           (Insert other person's social
                                           security or tax ID no.)

and irrevocably appoint                    _____________________________________

_____________________ agent to             _____________________________________
transfer this Note on the books of
the Company. The agent may substitute      _____________________________________
another to act for him.
                                           _____________________________________
                                           (Print or type other person's name,
                                           address and zip code)

________________________________________________________________________________

Date: _____________________  Your Signature:____________________________________

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

                                      A-11

<PAGE>

                                   EXHIBIT B-1

                            OSI PHARMACEUTICALS, INC.
              3 1/4% Convertible Senior Subordinated Notes due 2023

                              Transfer Certificate

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

         [_]      A transfer of the Surrendered Notes is made to the Company or
                  any subsidiaries; or

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

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

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

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

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

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

         -        The transferee is an Affiliate of the Company.

DATE:_________________                      __________________________________
                                                       Signature(s)

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

                                     B-1-1

<PAGE>

                                   EXHIBIT B-2

             Form of Letter to Be Delivered by Accredited Investors

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

The Bank of New York
101 Barclay Street, Floor 8 W
New York, NY 10286
Attention: Corporate Finance Unit

Telephone No. (212) 815-2491
Facsimile No. (212) 815-5707

Dear Sirs:

         We are delivering this letter in connection with the proposed transfer
of $_____________ principal amount of the 3 1/4% Convertible Senior Subordinated
Notes due 2023 (the "Notes") of OSI Pharmaceuticals, Inc. (the "Company"), which
are convertible into shares of the Company's Common Stock, $0.01 par value per
share (the "Common Stock").

         We hereby confirm that:

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

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

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

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

                                     B-2-1

<PAGE>

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

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

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

                                     B-2-2

<PAGE>

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

                                                ________________________________
                                                (Name of Purchaser)

                                                By: ____________________________
                                                    Name:
                                                    Title:
                                                    Address:

                                     B-2-3