<PAGE>


                                                                     EXHIBIT 4.1

===============================================================================



                            SFBC INTERNATIONAL, INC.

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                   as Trustee

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


                                    INDENTURE

                           Dated as of August 11, 2004

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

                          $125,000,000 Principal Amount

                     2.25% CONVERTIBLE SENIOR NOTES DUE 2024


===============================================================================



<PAGE>




                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

   TIA                                                                                   INDENTURE
SECTION                                                                                   SECTION
-------                                                                                 -----------
<S>                                                                                         <C>
310(a)(1).....................................................................           7.10
   (a)(2).....................................................................           7.10
   (a)(3).....................................................................           N.A.
   (a)(4).....................................................................           N.A.
   (a)(5).....................................................................           N.A.
   (b)........................................................................           7.08; 7.10; 11.02
   (c)........................................................................           N.A.
311(a)........................................................................           7.11
   (b)........................................................................           7.11
   (c)........................................................................           N.A.
312(a)........................................................................           2.05
   (b)........................................................................          11.03
   (c)........................................................................          11.03
313(a)........................................................................           7.06
   (b)(1).....................................................................           N.A.
   (b)(2).....................................................................           7.06
   (c)........................................................................           7.06; 11.02
   (d)........................................................................           7.06
314(a)........................................................................           4.03
   (b)........................................................................           N.A.
   (c)(1).....................................................................          11.04
   (c)(2).....................................................................          11.04
   (c)(3).....................................................................           N.A.
   (d)........................................................................           N.A.
   (e)........................................................................          11.05
   (f)........................................................................           N.A.
315(a)........................................................................           7.01(B)
   (b)........................................................................           7.05; 11.02
   (c)........................................................................           7.01(A)
   (d)........................................................................           7.01(C)
   (e)........................................................................           6.11
316(a) (last sentence)........................................................           2.09
   (a)(1)(A)..................................................................           6.05
   (a)(1)(B)..................................................................           6.04
   (a)(2).....................................................................           N.A.
   (b)........................................................................           6.07
   (c)........................................................................           N.A.
317(a)(1).....................................................................           6.08
   (a)(2).....................................................................           6.09
   (b)........................................................................           2.04
318(a)........................................................................          11.01
</TABLE>


                                      -I-
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>      <C>                                                                                                      <C>
I.       DEFINITIONS AND INCORPORATION BY REFERENCE                                                               1

         1.01 Definitions.........................................................................................1
         1.02 Other Definitions...................................................................................5
         1.03 Incorporation by Reference of Trust Indenture Act...................................................6
         1.04 Rules of Construction...............................................................................6

II.      THE SECURITIES                                                                                           7

         2.01 Form and Dating.....................................................................................7
         2.02 Execution and Authentication........................................................................8
         2.03 Registrar, Paying Agent and Conversion Agent........................................................8
         2.04 Paying Agent to Hold Money in Trust.................................................................9
         2.05 Securityholder Lists................................................................................9
         2.06 Transfer and Exchange...............................................................................9
         2.07 Replacement Securities.............................................................................10
         2.08 Outstanding Securities.............................................................................10
         2.09 Securities Held by the Company or an Affiliate.....................................................11
         2.10 Temporary Securities...............................................................................11
         2.11 Cancellation.......................................................................................11
         2.12 Defaulted Interest.................................................................................12
         2.13 CUSIP Numbers......................................................................................12
         2.14 Deposit of Moneys..................................................................................12
         2.15 Book-Entry Provisions for Global Securities........................................................12
         2.16 Special Transfer Provisions........................................................................13
         2.17 Restrictive Legends................................................................................15
         2.18 Ranking............................................................................................15

III.     REDEMPTION                                                                                              15

         3.01 Right of Redemption................................................................................15
         3.02 Notices to Trustee.................................................................................16
         3.03 Selection of Securities to Be Redeemed.............................................................16
         3.04 Notice of Redemption...............................................................................16
         3.05 Effect of Notice of Optional Redemption............................................................17
         3.06 Deposit of Redemption Price........................................................................18
         3.07 Securities Redeemed in Part........................................................................18
         3.08 Purchase of Securities at Option of the Holder.....................................................19
         3.09 Repurchase at Option of Holder upon a Fundamental Change...........................................23

IV.      COVENANTS                                                                                               33

         4.01 Payment of Securities..............................................................................33
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>      <C>                                                                                                      <C>
         4.02 Maintenance of Office or Agency....................................................................33
         4.03 Rule 144A Information..............................................................................34
         4.04 Compliance Certificate.............................................................................34
         4.05 Stay, Extension and Usury Laws.....................................................................35
         4.06 Corporate Existence................................................................................35
         4.07 Company to Provide Stock...........................................................................35
         4.08 Notice of Default..................................................................................36
         4.09 Further Instruments and Acts.......................................................................36

V.       SUCCESSORS                                                                                              36

         5.01 When Company May Merge, etc........................................................................36
         5.02 Successor Substituted..............................................................................36

VI.      DEFAULTS AND REMEDIES                                                                                   37

         6.01 Events of Default..................................................................................37
         6.02 Acceleration.......................................................................................38
         6.03 Other Remedies.....................................................................................39
         6.04 Waiver of Past Defaults............................................................................39
         6.05 Control by Majority................................................................................40
         6.06 Limitation on Suits................................................................................40
         6.07 Right of Holders to Receive Payment and convert securities.........................................40
         6.08 Collection Suit by Trustee.........................................................................41
         6.09 Trustee May File Proofs of Claim...................................................................41
         6.10 Priorities.........................................................................................41
         6.11 Undertaking for Costs..............................................................................42

VII.     TRUSTEE                                                                                                 42

         7.01 Duties of Trustee..................................................................................42
         7.02 Rights of Trustee..................................................................................43
         7.03 Individual Rights of Trustee.......................................................................44
         7.04 Trustee's Disclaimer...............................................................................44
         7.05 Notice of Defaults.................................................................................44
         7.06 Reports by Trustee to Holders......................................................................45
         7.07 Compensation and Indemnity.........................................................................45
         7.08 Replacement of Trustee.............................................................................46
         7.09 Successor Trustee by Merger, etc...................................................................46
         7.10 Eligibility; Disqualification......................................................................47
         7.11 Preferential Collection of Claims Against Company..................................................47

VIII.    DISCHARGE OF INDENTURE                                                                                  47

         8.01 Termination of the Obligations of the Company......................................................47
         8.02 Application of Trust Money.........................................................................47
         8.03 Repayment to Company...............................................................................48
         8.04 Reinstatement......................................................................................48
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>      <C>                                                                                                      <C>

IX.      AMENDMENTS                                                                                              48

         9.01 Without Consent of Holders.........................................................................48
         9.02 With Consent of Holders............................................................................49
         9.03 Compliance with Trust Indenture Act................................................................50
         9.04 Revocation and Effect of Consents..................................................................50
         9.05 Notation on or Exchange of Securities..............................................................50
         9.06 Trustee Protected..................................................................................51

X.       CONVERSION                                                                                              51

         10.01 Conversion Privilege; Restrictive Legends.........................................................51
         10.02 Conversion Procedure..............................................................................51
         10.03 Fractional Shares.................................................................................52
         10.04 Taxes on Conversion...............................................................................52
         10.05 Payment Upon Conversion...........................................................................53
         10.06 Adjustment of Conversion Rate.....................................................................54
         10.07 No Adjustment.....................................................................................60
         10.08 Other Adjustments.................................................................................61
         10.09 Adjustments for Tax Purposes......................................................................61
         10.10 Notice of Adjustment..............................................................................61
         10.11 Notice of Certain Transactions....................................................................61
         10.12 Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on
                    Conversion Privilege.........................................................................62
         10.13 Trustee's Disclaimer..............................................................................63
         10.14 Rights Distributions Pursuant to A Stockholders' Rights Plan......................................63

XI.      MISCELLANEOUS                                                                                           63

         11.01 Trust Indenture Act Controls......................................................................63
         11.02 Notices...........................................................................................63
         11.03 Communication by Holders with Other Holders.......................................................65
         11.04 Certificate and Opinion as to Conditions Precedent................................................65
         11.05 Statements Required in Certificate or Opinion.....................................................65
         11.06 Rules by Trustee and Agents.......................................................................65
         11.07 Legal Holidays....................................................................................66
         11.08 Duplicate Originals...............................................................................66
         11.09 Governing Law.....................................................................................66
         11.10 No Adverse Interpretation of Other Agreements.....................................................66
         11.11 Successors........................................................................................66
         11.12 Separability......................................................................................66
         11.13 Table of Contents, Headings, etc..................................................................66
         11.14 Calculations in Respect of the Securities.........................................................67

</TABLE>

                                     -iii-
<PAGE>

Exhibit A    -   Form of Global Security

Exhibit B-1  -   Form of Private Placement Legend

Exhibit B-2  -   Form of Legend for Global Security

Exhibit B-3  -   Form of Legend Regarding Registration Rights Agreement

Exhibit C    -   Form of Notice of Transfer Pursuant to Registration Statement

Exhibit D    -   Form of Opinion of Counsel in Connection with Registration of
                 Securities


                                      -iv-

<PAGE>



         INDENTURE, dated as of August 11, 2004 between SFBC International,
Inc., a Delaware corporation (the "COMPANY"), and Wachovia Bank, National
Association, as trustee (the "TRUSTEE").

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's 2.25%
Convertible Senior Notes due 2024 (the "SECURITIES").

                  I. DEFINITIONS AND INCORPORATION BY REFERENCE

1.01 DEFINITIONS.

         The term "ADDITIONAL INTEREST" has the meaning ascribed to it in the
Registration Rights Agreement.

         "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, "control" shall mean the power to direct the management and
policies of a person through the ownership of securities, by contract or
otherwise.

          "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any committee thereof authorized to act for it hereunder.

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

         "CAPITAL STOCK" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of
such Person and all warrants or options to acquire such capital stock.

         "CLOSING SALE PRICE" means the price of a share of Common Stock on the
relevant date, determined (a) on the basis of 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 average bid and the
average ask prices) on such date on the U.S. principal national securities
exchange on which the Common Stock is listed; or (b) if the Common Stock is not
listed on a U.S. national securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System; or (c) if not so
quoted, as reported by National Quotation Bureau, Incorporated or a similar
organization. In the absence of a quotation, the Closing Sale Price shall be
such price as the Company shall reasonably determine on the basis of such
quotations as most accurately reflecting the price that a fully informed buyer,
acting on his own accord, would pay to a fully informed seller, acting on his
own accord in an arms-length transaction, for a share of such Common Stock.

         "COMMON STOCK" means the common stock, $0.001 par value per share, of
the Company, or such other Capital Stock of the Company into which the Company's
common stock is reclassified or changed.



                                      -1-
<PAGE>

         "COMPANY" means the party named as such above until a successor
replaces it pursuant to the applicable provision hereof and thereafter means the
successor.

         "COMPANY ORDER" or "COMPANY REQUEST" means a written request or order
signed on behalf of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, its Chief Operating Officer, its Chief
Financial Officer, any Executive Vice President or any Senior Vice President and
by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary, and delivered to the Trustee.

         "CONVERSION RATE" shall initially be 24.3424 shares of Common Stock per
$1,000 principal amount of Securities, subject to adjustment as provided in
ARTICLE X.

         "CONVERSION PRICE" means, as of any date of determination, the dollar
amount derived by dividing one thousand dollars ($1,000) by the Conversion Rate
in effect on such date.

         "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in SECTION 11.02 or such other address as the Trustee may give
notice of to the Company.

         "CURRENT MARKET PRICE" means with respect to ARTICLE III, the
definition used in SECTION 3.09, and with respect to ARTICLE X, the definition
used in SECTION 10.06.

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

         "DEPOSITARY" means The Depository Trust Company, its nominees and
successors.

         "DETERMINATION DATE" shall have the meanings used in SECTIONS 10.05 AND
10.06, respectively.

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

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

         "INDEBTEDNESS" of a person means the principal of, premium, if any, and
interest on, and all other obligations in respect of (a) all indebtedness of
such person for borrowed money (including all indebtedness evidenced by notes,
bonds, debentures or other securities), (b) all obligations (other than trade
payables) incurred by such person in the acquisition (whether by way of
purchase, merger, consolidation or otherwise and whether by such person or
another person) of any business, real property or other assets, (c) all
reimbursement obligations of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person, (d) all capital lease obligations of such person, (e) all net
obligations of such person under interest rate swap, currency exchange or
similar agreements of such person, (f) all obligations and other liabilities,
contingent or otherwise, under any lease or related document, including a
purchase agreement, conditional sale or other title retention agreement, in
connection with the lease of real property or improvements thereon (or any
personal property included as part of any such lease) which provides that such
person is contractually obligated to purchase or cause a third party to purchase


                                      -2-
<PAGE>

the leased property or pay an agreed-upon residual value of the leased property,
including such person's obligations under such lease or related document to
purchase or cause a third party to purchase such leased property or pay an
agreed-upon residual value of the leased property to the lessor, (g) guarantees
by such person of indebtedness described in CLAUSES (A) THROUGH (F) of another
person, and (h) all renewals, extensions, refundings, deferrals, restructurings,
amendments and modifications of any indebtedness, obligation, guarantee or
liability of the kind described in CLAUSES (A) THROUGH (G).

         "INDENTURE" means this Indenture as amended or supplemented from time
to time.

         "INITIAL PURCHASER" means UBS Securities LLC.

         "INTEREST" includes additional interest, unless the context otherwise
requires or unless the terms of the Registration Rights Agreement provide
otherwise.

         "ISSUE DATE" means August 11, 2004.

         "MATURITY DATE" means August 15, 2024.

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

         "OFFICERS' CERTIFICATE" means a certificate signed by two (2) Officers
or by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company. One of the signers of the Officers' Certificate delivered pursuant to
SECTION 4.04 shall be the principal executive officer or principal financial
officer of the Company.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who may
be an employee of or counsel for the Company, or other counsel reasonably
acceptable to the Trustee.

         "OPTION" means the Initial Purchaser's option to acquire up to
$18,750,000 aggregate principal amount of additional Securities ("ADDITIONAL
SECURITIES") as provided for in the Purchase Agreement.

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

         "PURCHASE AGREEMENT" means the Purchase Agreement dated August 6, 2004
between the Company and the Initial Purchaser.

         "PURCHASE NOTICE" means a Purchase Notice in the form set forth in the
Securities.

         "QIB" means a "qualified institutional buyer" within the meaning of
Rule 144A under the Securities Act.



                                      -3-
<PAGE>

         "REDEMPTION DATE" means the date specified for Optional Redemption of
the Securities in accordance with the terms of the Securities and this
Indenture.

         "REDEMPTION PRICE" means, with respect to a Security to be redeemed by
the Company in accordance with ARTICLE III, one hundred percent (100%) of the
outstanding principal amount of such Security to be redeemed.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of the date hereof between the Company and the Initial Purchaser.

         "RESPONSIBLE OFFICER" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee having
direct responsibility for the administration of this Indenture, or any other
officer to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

         "RESTRICTED SECURITY" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
PROVIDED, HOWEVER, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Security
constitutes a Restricted Security.

         "RULE 144A" means Rule 144A under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means the 2.25% Convertible Senior Notes due 2024 issued
by the Company pursuant to this Indenture.

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

         "SECURITY AGENT" means any Registrar, Paying Agent, Conversion Agent or
co-Registrar or co-agent.

         "SIGNIFICANT SUBSIDIARY" with respect to any person means any
subsidiary of such person that constitutes a "significant subsidiary" within the
meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, as such
regulation is in effect on the date of this Indenture.

         "SUBSIDIARY" means (i) a corporation a majority of whose Capital Stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more of its subsidiaries or (ii) any
other person (other than a corporation) in which the Company, one or more its
subsidiaries or the Company and one or more its subsidiaries, directly or
indirectly, at the date of determination thereof, have at least majority
ownership interest.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as amended and in effect from time to time.


                                      -4-
<PAGE>

         "TRADING DAY" means a day during which trading in securities generally
occurs on the principal national or regional securities exchange in the United
States on which the Common Stock is then listed or, if the Common Stock is not
listed on a national or regional securities exchange in the United States, 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 such in this Indenture until a
successor replaces it in accordance with the provisions hereof and thereafter
means the successor.

         "VOTING STOCK" of any Person means the total voting power of all
classes of the Capital Stock of such Person entitled to vote generally in the
election of directors of such Person.

1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>

                   TERM                                                        DEFINED IN SECTION
                   ----                                                        ------------------
<S>                                                                                          <C>
          "ADDITIONAL SECURITIES".......................................                     1.01
          "ACCOUNTING EVENT"                                                                 3.09
          "AGGREGATE AMOUNT"............................................                    10.06
          "AGGREGATE REDEMPTION PAYMENT AMOUNT".........................                     3.01
          "BANKRUPTCY LAW"..............................................                     6.01
          "BUSINESS DAY"................................................                    11.07
          "CHANGE IN CONTROL"...........................................                     3.09
          "CONVERSION AGENT"............................................                     2.03
          "CONVERSION DATE".............................................                    10.02
          "CONVERSION SHARES"...........................................                    10.06
          "CONVERSION VALUE"............................................                    10.05
          "CUSTODIAN"...................................................                     6.01
          "DISTRIBUTION DATE"...........................................                    10.06
          "EFFECTIVE DATE"..............................................                     3.09
          "EVENT OF DEFAULT"............................................                     6.01
          "EXPIRATION DATE".............................................                    10.06
          "EXPIRATION TIME".............................................                    10.06
          "FUNDAMENTAL CHANGE"..........................................                     3.09
          "FUNDAMENTAL CHANGE REPURCHASE DATE"..........................                     3.09
          "FUNDAMENTAL CHANGE REPURCHASE NOTICE"........................                     3.09
          "FUNDAMENTAL CHANGE REPURCHASE PRICE".........................                     3.09
          "FUNDAMENTAL CHANGE REPURCHASE RIGHT".........................                     3.09
          "GAAP"....................................................                         3.09
          "GLOBAL SECURITY".............................................                     2.01
          "LEGAL HOLIDAY"...............................................                    11.07
          "MAKE-WHOLE PREMIUM"..........................................                     3.09
          "NET SHARES"..................................................                    10.05
          "NET SHARE AMOUNT"............................................                    10.05
          "NOTICE OF DEFAULT"...........................................                     6.01

</TABLE>


                                      -5-
<PAGE>


<TABLE>
<CAPTION>

                   TERM                                                        DEFINED IN SECTION
                   ----                                                        ------------------
<S>                                                                                          <C>
          "OPTIONAL REDEMPTION".........................................                     3.01
          "OPTION PURCHASE DATE"........................................                     3.08
          "OPTION PURCHASE NOTICE"......................................                     3.08
          "OPTION PURCHASE PRICE".......................................                     3.08
          "PARTICIPANTS"................................................                     2.15
          "PAYING AGENT"................................................                     2.03
          "PHYSICAL SECURITIES".........................................                     2.01
          "PRINCIPAL RETURN"............................................                    10.05
          "PRIVATE PLACEMENT LEGEND"....................................                     2.17
          "PURCHASED SHARES"............................................                    10.06
          "PURCHASE NOTICE".............................................                     3.08
          "REGISTRAR"...................................................                     2.03
          "REPURCHASE AT HOLDER'S OPTION"...............................                     3.01
          "REPURCHASE UPON A FUNDAMENTAL CHANGE"........................                     3.01
          "RESALE RESTRICTION TERMINATION DATE".........................                     2.17
          "RIGHTS"......................................................                    10.06
          "STOCK PRICE".................................................                     3.09
          "TEN DAY WEIGHTED AVERAGE PRICE"..............................                    10.05
          "TERMINATION OF TRADING"......................................                     3.09
          "THIRD PARTY AGGREGATE AMOUNT"................................                    10.06
          "THIRD PARTY EXPIRATION DATE".................................                    10.06
          "THIRD PARTY EXPIRATION TIME".................................                    10.06
          "THIRD PARTY PURCHASED SHARES"................................                    10.06
          "UNDERLYING SHARES"...........................................                    10.06
          "VOLUME WEIGHTED AVERAGE PRICE"...............................                    10.05
</TABLE>

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 terms used in this Indenture have the following
meanings:

         "COMMISSION" means the SEC;
         "INDENTURE SECURITIES" means the Securities;
         "INDENTURE SECURITY HOLDER" means a Securityholder or a Holder;
         "INDENTURE TO BE QUALIFIED" means this Indenture;
         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and
         "OBLIGOR" on the indenture securities means the Company or any
         successor.

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

1.04 RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                                      -6-
<PAGE>

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

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

                  (iii) "or" is not exclusive;

                  (iv) words in the singular include the plural and in the
         plural include the singular;

                  (v) provisions apply to successive events and transactions;

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

                  (vii) references to currency shall mean the lawful currency of
         the United States of America, unless the context requires otherwise.

                               II. THE SECURITIES

2.01 FORM AND DATING.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form set forth in EXHIBIT A, which is incorporated in and
forms a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security shall
be dated the date of its authentication.

         Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Global Securities, substantially in the
form set forth in EXHIBIT A (the "GLOBAL SECURITY"), deposited with the Trustee,
as custodian for the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided and bearing the legends set forth in
EXHIBITS B-1 and B-2. The aggregate principal amount of the Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary, as hereinafter provided;
PROVIDED, that in no event shall the aggregate principal amount of the Global
Security or Securities exceed $125,000,000 (or $143,750,000 if the Initial
Purchaser elects to purchase all of the Additional Securities pursuant to the
Option).

         Securities issued in exchange for interests in a Global Security
pursuant to SECTION 2.15 may be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth in Exhibit A
(the "PHYSICAL SECURITIES") and, if applicable, bearing any legends required by
SECTION 2.17.

         The Securities shall bear the legends set forth in EXHIBIT B-3.



                                      -7-
<PAGE>

2.02 EXECUTION AND AUTHENTICATION.

         One Officer shall sign the Securities for the Company by manual or
facsimile signature.

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

         A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

         Upon receipt of a Company Order, the Trustee shall authenticate
Securities for original issue in the aggregate principal amount of $125,000,000
and such additional principal amount, if any, as shall be determined pursuant to
the next sentence of this SECTION 2.02. Upon receipt by the Trustee of an
Officers' Certificate stating that the Initial Purchaser has elected to purchase
from the Company a specified principal amount of Additional Securities, not to
exceed $18,750,000, pursuant to the Option, the Trustee shall authenticate and
deliver such specified principal amount of Additional Securities to or upon the
written order of the Company signed as provided in the immediately preceding
sentence. Such Officers' Certificate must be received by the Trustee not later
than the Business Day prior to the proposed date for delivering of such
Additional Securities. The aggregate principal amount of Securities outstanding
at any time may not exceed $125,000,000 except as provided in this SECTION 2.02.

         Upon receipt of a Company Order, the Trustee shall authenticate
Securities not bearing the Private Placement Legend to be issued to the
transferee when sold pursuant to an effective registration statement under the
Securities Act as set forth in SECTION 2.16(B).

         The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such authenticating
agent. An authenticating agent has the same rights as a Security Agent to deal
with the Company and its Affiliates.

         If a Company Order pursuant to this SECTION 2.02 has been, or
simultaneously is, delivered, any instructions by the Company to the Trustee
with respect to endorsement, delivery or redelivery of a Security issued in
global form shall be in writing but need not comply with SECTION 11.04 hereof
and need not be accompanied by an Opinion of Counsel.

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

2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where Securities may be presented for
registration of transfer or for exchange ("REGISTRAR"), an office or agency in
the Borough of Manhattan, The City of New York, where Securities may be
presented for payment ("PAYING AGENT") and an office or agency in the Borough of
Manhattan, The City of New York, where Securities may be presented for


                                      -8-
<PAGE>

conversion ("CONVERSION AGENT"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may appoint or change
one or more co-Registrars, one or more additional paying agents and one or more
additional conversion agents without notice and may act in any such capacity on
its own behalf. The term "REGISTRAR" includes any co-Registrar; the term "PAYING
AGENT" includes any additional paying agent; and the term "CONVERSION AGENT"
includes any additional conversion agent.

         The Company shall enter into an appropriate agency agreement with any
Security Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Security Agent. The Company
shall notify the Trustee of the name and address of any Security Agent not a
party to this Indenture. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such.

         The Company initially appoints the Trustee as Paying Agent, Registrar
and Conversion Agent.

2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

         Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys held by the Paying Agent for the
payment of the Securities, and shall notify the Trustee of any Default by the
Company in making any such payment. While any such Default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no
further liability for the money. If the Company acts as Paying Agent, it shall
segregate and hold as a separate trust fund all money held by it as Paying
Agent.

2.05 SECURITYHOLDER LISTS.

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

2.06 TRANSFER AND EXCHANGE.

         Subject to SECTIONS 2.15 and 2.16 hereof, where Securities are
presented to the Registrar with a request to register their transfer or to
exchange them for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transaction are met. To permit registrations of
transfer and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. The Company or the Trustee, as the case may be, shall not
be required to register the transfer of or exchange any Security (i) during a
period beginning at the opening of business fifteen (15) days before the mailing
of a notice of Optional Redemption of the Securities selected for Optional
Redemption under SECTION 3.04 and ending at the close of business on the day of
such mailing or (ii) for a period of fifteen (15) days before selecting,


                                      -9-
<PAGE>

pursuant to SECTION 3.03, Securities to be redeemed or (iii) that has been
selected for Optional Redemption or for which a Purchase Notice or a Fundamental
Change Repurchase Notice has been delivered, and not withdrawn, in accordance
with this Indenture, except the unredeemed or unrepurchased portion of
Securities being redeemed or repurchased in part.

         No service charge shall be made for any registration of transfer,
exchange or conversion of Securities, but the Company or the Registrar may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge that may be imposed in connection with any registration of
transfer, exchange or conversion of Securities, other than exchanges pursuant to
SECTIONS 2.10, 9.05 or 10.02, or ARTICLE III, not involving any registration of
transfer.

2.07 REPLACEMENT SECURITIES.

         If the Holder of a Security claims that the Security has been
mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security upon surrender to the Trustee
of the mutilated Security, or upon delivery to the Trustee of evidence of the
loss, destruction or theft of the Security satisfactory to the Trustee and the
Company. In the case of lost, destroyed or wrongfully taken Securities, if
required by the Trustee or the Company, an indemnity bond must be provided by
the Holder that is reasonably satisfactory to the Trustee and the Company to
protect the Company, the Trustee or any Security Agent from any loss which any
of them may suffer if a Security is replaced. The Trustee may charge for its
expenses in replacing a Security.

         In case any such mutilated, lost, destroyed or wrongfully taken
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security when due.

         Every replacement Security is an additional obligation of the Company
only as provided in SECTION 2.08.

2.08 OUTSTANDING SECURITIES.

         Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those converted, those cancelled by it, those
delivered to it for cancellation and those described in this SECTION 2.08 as not
outstanding. Except to the extent provided in SECTION 2.09, a Security does not
cease to be outstanding because the Company or one of its Subsidiaries or
Affiliates holds the Security.

         If a Security is replaced pursuant to SECTION 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Security is held by a protected purchaser.

         If the Paying Agent (other than the Company) holds on an Option
Purchase Date, Redemption Date, Fundamental Change Repurchase Date or Maturity
Date, money sufficient to pay the aggregate Option Purchase Price, Redemption
Price, Fundamental Change Repurchase Price or principal amount, as the case may
be, with respect to all Securities to be redeemed, purchased or paid upon
Repurchase at Holder's Option, Optional Redemption, Repurchase Upon a


                                      -10-
<PAGE>

Fundamental Change or maturity, as the case may be, in each case plus, if
applicable, accrued and unpaid interest, if any, payable as herein provided upon
Repurchase at Holder's Option, Optional Redemption, Repurchase Upon a
Fundamental Change or maturity, then (unless there shall be a Default in the
payment of such aggregate Option Purchase Price, Redemption Price, Fundamental
Change Repurchase Price or principal amount, or of such accrued and unpaid
interest, if any) on and after such date such Securities shall be deemed to be
no longer outstanding, interest on such Securities shall cease to accrue, and
such Securities shall be deemed paid whether or not such Securities are
delivered to the Paying Agent. Thereafter, all rights of the Holders of such
Securities shall terminate with respect to such Securities, other than the right
to receive the Option Purchase Price, Redemption Price, Fundamental Change
Repurchase Price or principal amount, as the case may be, plus, if applicable,
such accrued and unpaid interest, in accordance with this Indenture.

         If a Security is converted in accordance with ARTICLE X, then, from and
after the time of such conversion on the Conversion Date, such Security shall
cease to be outstanding, and interest, if any, shall cease to accrue on such
Security.

2.09 SECURITIES HELD BY THE COMPANY OR AN AFFILIATE.

         In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any of its Subsidiaries or Affiliates shall
be considered as though not outstanding, except that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which a Responsible Officer of the
Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be considered to be outstanding for purposes
of this SECTION 2.09 if the pledgee establishes, to the satisfaction of the
Trustee, the pledgee's right so to concur with respect to such Securities and
that the pledgee is not, and is not acting at the direction or on behalf of, the
Company, any other obligor on the Securities, an Affiliate of the Company or an
affiliate of any such other obligor. In the event of a dispute as to whether the
pledgee has established the foregoing, the Trustee may rely on the advice of
counsel or on an Officers' Certificate.

2.10 TEMPORARY SECURITIES.

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

2.11 CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Securities surrendered to them for transfer, exchange, payment
or conversion. The Trustee shall promptly cancel all Securities surrendered for


                                      -11-
<PAGE>

transfer, exchange, payment, conversion or cancellation in accordance with its
customary procedures. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation or that
any Securityholder has converted pursuant to ARTICLE X.

2.12 DEFAULTED INTEREST.

         If and to the extent the Company defaults in a payment of interest on
the Securities, the Company shall pay the defaulted interest in any lawful
manner plus, to the extent not prohibited by applicable statute or case law,
interest on such defaulted interest at the rate provided in the Securities. The
Company may pay the defaulted interest (plus interest on such defaulted
interest) to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such record date and payment date. In the event of a
default in the payment of interest, at least fifteen (15) calendar days before
the record date, the Company shall mail to Securityholders a notice that states
the record date, payment date and amount of default interest to be paid.

2.13 CUSIP NUMBERS.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and, if so, the Trustee shall use the CUSIP numbers in notices of
redemption or exchange as a convenience to Holders; PROVIDED, HOWEVER, that no
representation is hereby deemed to be made by the Trustee as to the correctness
or accuracy of the CUSIP numbers printed on the notice or on the Securities;
PROVIDED FURTHER, that reliance may be placed only on the other identification
numbers printed on the Securities, and the effectiveness of any such notice
shall not be affected by any defect in, or omission of, such CUSIP numbers. The
Company shall promptly notify the Trustee in writing of any change in the CUSIP
numbers.

2.14 DEPOSIT OF MONEYS.

         Prior to 10:00 A.M., New York City time, on each interest payment date,
Maturity Date, Redemption Date, Option Purchase Date or Fundamental Change
Repurchase Date, the Company shall have deposited with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with SECTION 2.04) money, in funds immediately available on such
date, sufficient to make cash payments and Common Stock, if any, due on such
interest payment date, Maturity Date, Redemption Date, Option Purchase Date or
Fundamental Change Repurchase Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such interest
payment date, Maturity Date, Redemption Date, Option Purchase Date or
Fundamental Change Repurchase Date, as the case may be.

2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

         (A) The Global Securities initially shall (i) be registered in the name
of the Depositary or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
SECTION 2.17.

         Members of, or participants in, the Depositary ("PARTICIPANTS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the


                                      -12-
<PAGE>

Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the Global
Security 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 impair, as between the Depositary
and Participants, the operation of customary practices governing the exercise of
the rights of a Holder of any Security.

         (B) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. In addition, Physical Securities shall be transferred to all
beneficial owners, as identified by the Depositary, in exchange for their
beneficial interests in Global Securities only if (i) the Depositary notifies
the Company that the Depositary is unwilling or unable to continue as depositary
for any Global Security (or the Depositary ceases to be a "clearing agency"
registered under Section 17A of the Exchange Act) and a successor Depositary is
not appointed by the Company within ninety (90) days of such notice or cessation
or (ii) an Event of Default has occurred and is continuing and the Registrar has
received a written request from the Depositary to issue Physical Securities.

         (C) In connection with the transfer of a Global Security in its
entirety to beneficial owners pursuant to SECTION 2.15(B), such Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon written instructions from the
Company authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in such Global Security, an
equal aggregate principal amount of Physical Securities of authorized
denominations.

         (D) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in a Global Security pursuant to SECTION 2.15(B)
shall, except as otherwise provided by SECTION 2.16, bear the Private Placement
Legend.

         (E) The Holder of any Global Security may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

2.16 SPECIAL TRANSFER PROVISIONS.

         (A) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture, but except as provided
in SECTION 2.15(B), a Global Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.

         (B) PRIVATE PLACEMENT LEGEND. Upon the registration of transfer,
exchange or replacement of Securities not bearing the Private Placement Legend,
the Registrar or co-Registrar shall deliver Securities that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Securities bearing the Private Placement Legend, the Registrar or
co-Registrar shall deliver only Securities that bear the Private Placement
Legend unless (i) the requested transfer is after the Resale Restriction
Termination Date, (ii) there is delivered to the Trustee and the Company an
opinion of counsel reasonably satisfactory to the Company and addressed to the
Company to the effect that neither such legend nor the related restrictions on


                                      -13-
<PAGE>

registration of transfer are required in order to maintain compliance with the
provisions of the Securities Act or (iii) such Security has been sold pursuant
to an effective registration statement under the Securities Act and the Holder
selling such Securities has delivered to the Registrar or co-Registrar a notice
in the form of EXHIBIT C hereto. Upon the effectiveness, under the Securities
Act, of the Shelf Registration Statement (as defined in the Registration Rights
Agreement), the Company shall deliver to the Trustee a notice of effectiveness,
a Global Security or Global Securities, which do not bear the Private Placement
Legend, an authentication order in accordance with SECTION 2.02 and an Opinion
of Counsel in the form of EXHIBIT D hereto, and, if required by the Depositary,
the Company shall deliver to the Depositary a letter of representations in a
form reasonably acceptable to the Depositary. Upon the effectiveness of any
post-effective amendment to the Shelf Registration Statement (as defined in the
Registration Rights Agreement) and upon the effectiveness, under the Securities
Act, of any Subsequent Shelf Registration Statement (as defined in the
Registration Rights Agreement), the Company shall deliver to the Trustee a
notice of effectiveness and an Opinion of Counsel in the form of EXHIBIT D
hereto. Upon any sale, pursuant to a Shelf Registration Statement, of a
beneficial interest in a Global Security that theretofore constituted a
Restricted Security and delivery of appropriate evidence thereof to the Trustee,
and upon any sale or transfer of a beneficial interest in connection with which
the Private Placement Legend will be removed in accordance with this Indenture,
the Trustee shall increase the principal amount of the Global Security that does
not constitute a Restricted Security by the principal amount of such sale or
transfer and likewise reduce the principal amount of the Global Security that
does constitute a Restricted Security.

         (C) GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.15 or this SECTION 2.16.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         (D) TRANSFERS OF SECURITIES HELD BY AFFILIATES. Any certificate (i)
evidencing a Security that has been transferred to an Affiliate within two (2)
years after the Issue Date, as evidenced by a notation on the assignment form
for such transfer or in the representation letter delivered in respect thereof
or (ii) evidencing a Security that has been acquired from an Affiliate (other
than by an Affiliate) in a transaction or a chain of transactions not involving
any public offering, shall, until two (2) years after the last date on which the
Company or any Affiliate was an owner of such Security (or such longer period of
time as may be required under the Securities Act or applicable state securities
laws), in each case, bear the Private Placement Legend, unless otherwise agreed
by the Company (with written notice thereof to the Trustee).


                                      -14-
<PAGE>

2.17 RESTRICTIVE LEGENDS.

         Each Global Security and Physical Security that constitutes a
Restricted Security shall bear the legend (the "PRIVATE PLACEMENT LEGEND") as
set forth in EXHIBIT B-1 on the face thereof until after the second anniversary
of the later of (i) the Issue Date and (ii) the last date on which the Company
or any Affiliate was the owner of such Security (or any predecessor security)
(or such shorter period of time as permitted by Rule 144(k) under the Securities
Act or any successor provision thereunder) (or such longer period of time as may
be required under the Securities Act or applicable state securities laws, as set
forth in an Opinion of Counsel, unless otherwise agreed between the Company and
the Holder thereof) (such date, the "RESALE RESTRICTION TERMINATION DATE").

         Each Global Security shall also bear the legend as set forth in EXHIBIT
B-2.

2.18 RANKING.

         The Indebtedness of the Company arising under or in connection with
this Indenture and every outstanding Security issued under this Indenture from
time to time constitutes and will constitute a senior unsecured obligation of
the Company, ranking equally with other existing and future senior unsecured
Indebtedness of the Company.

                                III. REDEMPTION

3.01 RIGHT OF REDEMPTION.

         (A) Redemption of the Securities, as permitted by any provision of this
Indenture, shall be made:

                  (i) with respect to a redemption at the Company's option, in
         accordance with PARAGRAPHS 6 AND 7 of the Securities,

                  (ii) with respect to a repurchase at the Holder's option, in
         accordance with PARAGRAPH 8 of the Securities (a "REPURCHASE AT
         HOLDER'S OPTION") and

                  (iii) with respect to any repurchase upon a Fundamental
         Change, in accordance with PARAGRAPH 9 of the Securities (a "REPURCHASE
         UPON A FUNDAMENTAL CHANGE"),

         in each case in accordance with the applicable provisions of this
ARTICLE III.

         (B) The Company will comply with all federal and state securities laws,
and the applicable laws of any foreign jurisdiction, in connection with any
offer to sell or solicitations of offers to buy Securities pursuant to this
ARTICLE III.

         (C) The Company shall have the right, at the Company's option, at any
time, and from time to time, on a Redemption Date on or after August 15, 2009,
to redeem all or any part of the Securities at a price payable in cash equal to


                                      -15-
<PAGE>

the Redemption Price plus accrued and unpaid interest, if any, to, but
excluding, the Redemption Date (an "OPTIONAL REDEMPTION").

         (D) As used herein, the term "AGGREGATE REDEMPTION PAYMENT AMOUNT"
shall mean the sum of the Redemption Price and accrued and unpaid interest, if
any, to, but excluding, the Redemption Date.

         (E) Securities in denominations larger than $1,000 principal amount may
be redeemed in part but only in integral multiples of $1,000 principal amount.

3.02 NOTICES TO TRUSTEE.

         If the Company elects to redeem Securities pursuant to PARAGRAPH 6 of
the Securities, it shall notify the Trustee at least fifteen (15) days prior to
the mailing, in accordance with SECTION 3.04, of the notice of Optional
Redemption (unless a shorter notice period shall be satisfactory to the Trustee)
of the Redemption Date, the applicable provision of this Indenture pursuant to
which the Optional Redemption is to be made and the aggregate principal amount
of Securities to be redeemed.

3.03 SELECTION OF SECURITIES TO BE REDEEMED.

         If the Company has elected to redeem less than all the Securities
pursuant to PARAGRAPH 6 of the Securities, the Trustee shall, within five (5)
Business Days after receiving the notice specified in SECTION 3.02, select the
Securities to be redeemed by lot, on a PRO RATA basis or in accordance with any
other method the Trustee considers fair and appropriate. The Trustee shall make
such selection from Securities then outstanding and not already to be redeemed
by virtue of having been previously called for Optional Redemption. The Trustee
may select for Optional Redemption portions of the principal amount of
Securities that have denominations larger than $1,000 principal amount.
Securities and portions of them the Trustee selects for Optional Redemption
shall be in amounts of $1,000 principal amount or integral multiples of $1,000
principal amount. The Trustee shall promptly notify the Company in writing of
the Securities selected for Optional Redemption and the principal amount thereof
to be redeemed.

         The Registrar need not register the transfer of or exchange any
Securities that has been selected for Optional Redemption, except the unredeemed
portion of the Securities being redeemed in part. The Registrar need not issue,
authenticate, register the transfer of or exchange any Security for a period of
fifteen (15) days before selecting, pursuant to this SECTION 3.03, Securities to
be redeemed.

3.04 NOTICE OF REDEMPTION.

         At least thirty (30) days but not more than sixty (60) days before a
Redemption Date, the Company shall mail, or cause to be mailed, by first-class
mail a notice of Optional Redemption to each Holder whose Securities are to be
redeemed, at the address of such Holder appearing in the security register.

         The notice shall identify the Securities and the aggregate principal
amount thereof to be redeemed pursuant to an Optional Redemption and shall
state:



                                      -16-
<PAGE>

                  (i) the Redemption Date;

                  (ii) the Aggregate Redemption Payment Amount;

                  (iii) the Conversion Rate, the Conversion Price and the manner
         by which the Conversion Value, Principal Return and Net Share Amount
         can be determined;

                  (iv) the names and addresses of the Paying Agent and the
         Conversion Agent;

                  (v) that the right to convert the Securities called for
         Optional Redemption will terminate at the close of business on the
         Business Day immediately preceding the Redemption Date;

                  (vi) that Holders who want to convert Securities must satisfy
         the requirements of ARTICLE X;

                  (vii) the paragraph of the Securities pursuant to which the
         Securities are to be redeemed;

                  (viii) that Securities called for Optional Redemption must be
         surrendered to the Paying Agent to collect the Aggregate Redemption
         Payment Amount;

                  (ix) that, unless there shall be a Default in the payment of
         the Aggregate Redemption Payment Amount, interest on Securities called
         for Optional Redemption ceases to accrue on and after the Redemption
         Date, such Securities will cease to be convertible after the close of
         business on the Business Day immediately preceding the Redemption Date,
         and all rights of the Holders of such Securities shall terminate on and
         after the Redemption Date, other than the right to receive, upon
         surrender of such Securities and in accordance with the Indenture, the
         Aggregate Redemption Payment Amount; and

                  (x) the CUSIP number or numbers, as the case may be, of the
         Securities.

         The right, pursuant to ARTICLE X, to convert Securities called for
Optional Redemption shall terminate at the close of business on the Business Day
immediately preceding the Redemption Date.

         At the Company's request, upon reasonable prior notice, the Trustee
shall give the notice of Optional Redemption in the Company's name and at the
Company's expense; PROVIDED, that the form and content of such notice shall be
prepared by the Company.

3.05 EFFECT OF NOTICE OF OPTIONAL REDEMPTION.

         Once notice of Optional Redemption is mailed, Securities called for
Optional Redemption become due and payable on the Redemption Date at the
Aggregate Redemption Payment Amount, and, on and after such Redemption Date
(unless there shall be a Default in the payment of the Aggregate Redemption


                                      -17-
<PAGE>

Payment Amount), such Securities shall cease to bear interest, and all rights of
the Holders of such Securities shall terminate, other than the right to receive,
upon surrender of such Securities and in accordance with the next sentence, the
Aggregate Redemption Payment Amount. Upon surrender to the Paying Agent of a
Security subject to Optional Redemption, such Security shall be paid, to the
Holder surrendering such Security, at the Aggregate Redemption Payment Amount.
If the Redemption Date is an interest payment date, the Company shall pay, on
such Redemption Date, the accrued and unpaid interest, if any, to, but
excluding, the Redemption Date to the Holder of record of such Security at the
close of business on the record date for such interest payment, and, in the case
of an Optional Redemption, such accrued and unpaid interest shall not be paid to
the Holder submitting such Security for Optional Redemption (unless such Holder
was the Holder of record of such Security at the close of business on the record
date for such interest payment).

         If any Security shall not be fully and duly paid upon surrender thereof
for Optional Redemption, the principal of, and accrued and unpaid interest on,
such Security shall, until paid, bear interest from the Redemption Date at the
rate borne by such Security on the principal amount of such Security, and such
Security shall continue to be convertible pursuant to ARTICLE X.

         Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to an Optional Redemption if there has
occurred (prior to, on or after, as the case may be, the mailing of the notice
of Optional Redemption specified in SECTION 3.04) and is continuing an Event of
Default (other than a Default in the payment of the Redemption Price or, in the
event the Redemption Date is an interest payment date, the accrued and unpaid
interest, if any, to, but excluding, the Redemption Date payable as herein
provided). The Paying Agent will promptly return to the respective Holders
thereof any Securities held by it during the continuance of such an Event of
Default.

3.06 DEPOSIT OF REDEMPTION PRICE.

         Prior to 10:00 A.M., New York City time, on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust in accordance with SECTION 2.04)
money, in funds immediately available on the Redemption Date, sufficient to pay
the Aggregate Redemption Payment Amount of all Securities to be redeemed on that
date. The Paying Agent shall return to the Company, as soon as practicable, any
money not required for that purpose.

3.07 SECURITIES REDEEMED IN PART.

         Any Security to be submitted for Optional Redemption only in part shall
be delivered pursuant to SECTION 3.05 (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 its attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to the portion of such Security not submitted
for Optional Redemption.



                                      -18-
<PAGE>

         If any Security selected for partial Optional Redemption is converted
in part, the principal of such Security subject to Optional Redemption shall be
reduced by the principal amount of such Security that is converted.

3.08 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

         (A) At the option of the Holder thereof, Securities (or portions
thereof that are integral multiples of $1,000 in principal amount) shall be
purchased by the Company pursuant to PARAGRAPH 8 of the Securities on each of
August 15, 2009, August 15, 2014 and August 15, 2019 (each, an "OPTION PURCHASE
DATE"), at a purchase price, payable in cash, equal to one hundred percent
(100%) of the principal amount of the Securities (or such portions thereof) to
be so purchased (the "OPTION PURCHASE PRICE"), plus accrued and unpaid interest,
if any, to, but excluding, the applicable Option Purchase Date, upon:

                  (i) delivery to the Company (if it is acting as its own Paying
         Agent), or to a Paying Agent designated by the Company for such purpose
         in the Option Purchase Notice, by such Holder, at any time from the
         opening of business on the date that is twenty (20) Business Days prior
         to the applicable Option Purchase Date until the close of business on
         the Business Day immediately preceding the applicable Option Purchase
         Date, of a purchase notice (the "PURCHASE NOTICE"), in the form set
         forth in the Securities or any other form of written notice
         substantially similar thereto, in each case, duly completed and signed,
         with appropriate signature guarantee, stating:

                           (a) the certificate number(s) of the Securities which
                  the Holder will deliver to be purchased;

                           (b) the principal amount of Securities to be
                  purchased, which must be $1,000 or an integral multiple
                  thereof; and

                           (c) that such principal amount of Securities are to
                  be purchased as of the applicable Option Purchase Date
                  pursuant to the terms and conditions specified in PARAGRAPH 8
                  of the Securities and in this Indenture; and

                  (ii) delivery to the Company (if it is acting as its own
         Paying Agent), or to a Paying Agent designated by the Company for such
         purpose in the Option Purchase Notice, at any time after delivery of
         such Purchase Notice, of such Securities (together with all necessary
         endorsements), such delivery being a condition to receipt by the Holder
         of the Option Purchase Price therefor plus accrued and unpaid interest,
         if any, to, but excluding, the applicable Option Purchase Date, payable
         as herein provided upon Repurchase at Holder's Option.

         If such Securities are held in book-entry form through the Depositary,
the Purchase Notice shall comply with applicable procedures of the Depositary.

         Upon such delivery of Securities to the Company (if it is acting as its
own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive
from the Company or such Paying Agent, as the case may be, a nontransferable
receipt of deposit evidencing such delivery.

                                      -19-
<PAGE>

         Notwithstanding anything herein to the contrary, any Holder delivering
the Purchase Notice contemplated by this SECTION 3.08(A) to the Company (if it
is acting as its own Paying Agent) or to a Paying Agent designated by the
Company for such purpose in the Option Purchase Notice shall have the right to
withdraw such Purchase Notice by delivery, at any time prior to the close of
business on the Business Day prior to the applicable Option Purchase Date, of a
written notice of withdrawal to the Company (if acting as its own Paying Agent)
or the Paying Agent, which notice shall contain the information specified in
SECTION 3.08(B)(VIII).

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

         (B) The Company shall give notice (the "OPTION PURCHASE NOTICE") on a
date not less than twenty (20) Business Days prior to each Option Purchase Date
to all Holders at their addresses shown in the register of the Registrar and to
beneficial owners as required by applicable law. Such notice shall state:

                  (i) the Option Purchase Price plus accrued and unpaid
         interest, if any, to, but excluding, such Option Purchase Date;

                  (ii) the Conversion Rate, the Conversion Price and the manner
         by which the Conversion Value, Principal Return and Net Share Amount
         can be determined;

                  (iii) the names and addresses of the Paying Agent and the
         Conversion Agent;

                  (iv) that Securities with respect to which a Purchase Notice
         is given by a Holder may be converted pursuant to ARTICLE X only if
         such Purchase Notice has been withdrawn in accordance with this SECTION
         3.08; (v) that Securities must be surrendered to the Paying Agent to
         collect payment of the Option Purchase Price plus accrued and unpaid
         interest, if any, to, but excluding, such Option Purchase Date, payable
         as herein provided upon Repurchase at Holder's Option;

                  (vi) that the Option Purchase Price, plus accrued and unpaid
         interest, if any, to, but excluding, such Option Purchase Date, for any
         Security as to which a Purchase Notice has been given and not withdrawn
         will be paid as promptly as practicable, but in no event more than
         three (3) Business Days, following the later of such Option Purchase
         Date or the time of delivery of the Security (with all necessary
         endorsements) as described in (v) above;

                  (vii) the procedures the Holder must follow to exercise rights
         under this SECTION 3.08 and a brief description of those rights;

                  (viii) that a Holder will be entitled to withdraw its election
         in the Purchase Notice if the Company (if acting as its own Paying
         Agent) or the Paying Agent receives, at any time prior to the close of
         business on the Business Day prior to the applicable Option Purchase
         Date, or such longer period as may be required by law, a letter or
         telegram, telex or facsimile transmission (receipt of which is
         confirmed and promptly followed by a letter) setting forth (I) the name


                                      -20-
<PAGE>

         of such Holder, (II) a statement that such Holder is withdrawing its
         election to have Securities repurchased, (III) the principal amount of
         the Securities of such Holder to be so withdrawn, which amount must be
         $1,000 or an integral multiple thereof, (IV) the certificate number of
         such Securities to be so withdrawn, and (V) the principal amount, if
         any, of the Securities of such Holder that remain subject to the
         Purchase Notice delivered by such Holder in accordance with this
         SECTION 3.08, which amount must be $1,000 or an integral multiple
         thereof;

                  (ix) that, on and after the applicable Option Purchase Date
         (unless there shall be a Default in the payment of such Option Purchase
         Price or a Default in the payment of accrued and unpaid interest, if
         any, to, but excluding, such Repurchase Date), interest on Securities
         subject to Repurchase at Holder's Option will cease to accrue, such
         Securities shall cease to be convertible pursuant to ARTICLE X, and all
         rights of the Holders of such Securities shall terminate, other than
         the right to receive, upon surrender of such Securities (with all
         necessary endorsements) and in accordance with this SECTION 3.08, the
         Option Purchase Price and such accrued and unpaid interest; and

                  (x) the CUSIP number or numbers, as the case may be, of the
         Securities.

         At the Company's request and upon the Company's notification to the
Trustee at least fifteen (15) days prior the mailing of the Option Purchase
Notice (unless a shorter period shall be satisfactory to the Trustee), the
Trustee shall mail such Option Purchase Notice in the Company's name and at the
Company's expense; PROVIDED, HOWEVER, that, in all cases, the text of such
Option Purchase Notice shall be prepared by the Company.

         No failure of the Company to give an Option Purchase Notice shall limit
any Holder's right to exercise a Repurchase at Holder's Option.

         (C) Subject to the provisions of this SECTION 3.08, the Company shall
pay, or cause to be paid, the Option Purchase Price, plus accrued and unpaid
interest, if any, to, but excluding, the applicable Option Purchase Date, with
respect to each Security subject to Repurchase at Holder's Option to the Holder
thereof as promptly as practicable, but in no event more than three (3) Business
Days, following the later of the applicable Option Purchase Date and the time
such Security (with all necessary endorsements) is surrendered to the Paying
Agent.

         (D) Prior to 10:00 A.M., New York City time, on the applicable Option
Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust in accordance
with SECTION 2.04) money, in funds immediately available on the applicable
Option Purchase Date, sufficient to pay the Option Purchase Price, plus accrued
and unpaid interest, if any, to, but excluding, such Option Purchase Date, of
all of the Securities that are to be repurchased by the Company on such Option
Purchase Date pursuant to a Repurchase at Holder's Option. The Paying Agent
shall return to the Company, as soon as practicable, any money not required for
that purpose.



                                      -21-
<PAGE>

         (E) Once the Purchase Notice has been duly delivered in accordance with
this SECTION 3.08, the Securities to be repurchased pursuant to the Repurchase
at Holder's Option shall, on the applicable Option Purchase Date, become due and
payable at the Option Purchase Price (plus accrued and unpaid interest, if any,
to, but excluding, such Option Purchase Date) applicable thereto, and, on and
after such date (unless there shall be a Default in the payment of the Option
Purchase Price or such accrued and unpaid interest, if any, to, but excluding,
the Option Purchase Date), such Securities shall cease to bear interest and
shall cease to be convertible pursuant to ARTICLE X, and all rights of the
Holders of such Securities shall terminate, other than the right to receive, in
accordance with this SECTION 3.08, the Option Purchase Price and such accrued
and unpaid interest, if any, to, but excluding, the Option Purchase Date.

         (F) Securities with respect to which a Purchase Notice has been duly
delivered in accordance with this SECTION 3.08 may be converted pursuant to
ARTICLE X only if such Purchase Notice has been withdrawn in accordance with
this SECTION 3.08 or if there shall be a Default in the payment of the Option
Purchase Price or a Default in the payment of the accrued and unpaid interest,
if any, payable as herein provided at Repurchase at Holder's Option.

         (G) If any Security shall not be paid upon surrender thereof for
Repurchase at Holder's Option, the principal of, and accrued and unpaid interest
on, such Security shall, until paid, bear interest from the applicable Option
Purchase Date at the rate borne by such Security on the principal amount of such
Security, and such Security shall continue to be convertible pursuant to ARTICLE
X.

         (H) Any Security which is to be submitted for Repurchase at Holder's
Option only in part shall be delivered pursuant to this SECTION 3.08 (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 its attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, of the same tenor and in aggregate principal amount equal to the portion
of such Security not submitted for Repurchase at Holder's Option.

         (I) Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to this SECTION 3.08 if there has occurred
(prior to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Purchase Notice) and is continuing an Event of
Default (other than a Default in the payment of the Option Purchase Price or
accrued and unpaid interest, if any, to, but excluding, the Option Purchase
Date, payable as herein provided upon Repurchase at Holder's Option). The Paying
Agent will promptly return to the respective Holders thereof any Securities held
by it during the continuance of an Event of Default (other than a Default in the
payment of the Option Purchase Price or a Default in the payment of accrued and
unpaid interest, if any, to, but excluding, the Option Purchase Date), in which
case, upon such return, the Purchase Notice with respect to the Repurchase at
Holder's Option shall be deemed to have been withdrawn.

         (J) Notwithstanding anything herein to the contrary, if the option
granted to Holders to require the repurchase of the Securities on the applicable
Option Purchase Date is determined to constitute a tender offer, the Company


                                      -22-
<PAGE>

shall comply with all applicable tender offer rules under the Exchange Act,
including Rule 13e-4 and Regulation 14E, and with all other applicable laws, and
will file a Schedule TO or any other schedules required under the Exchange Act
or any other applicable laws.

3.09 REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE.

         (A) In the event any Fundamental Change (as defined below) shall occur,
each Holder of Securities shall have the right (the "FUNDAMENTAL CHANGE
REPURCHASE RIGHT"), at the Holder's option, to require the Company to repurchase
all of such Holder's Securities (or portions thereof that are integral multiples
of $1,000 in principal amount), on a date selected by the Company (the
"FUNDAMENTAL CHANGE REPURCHASE DATE"), which Fundamental Change Repurchase Date
shall be no later than thirty (30) Trading Days and no earlier than twenty (20)
Trading Days after the date the Fundamental Change Notice (as defined below) is
mailed in accordance with SECTION 3.09(B) and in no event prior to the date on
which the Fundamental Change occurs, at a price, payable in cash, equal to one
hundred percent (100%) of the principal amount of the Securities (or portions
thereof) to be so repurchased (the "FUNDAMENTAL CHANGE REPURCHASE PRICE"), plus
accrued and unpaid interest, if any, to, but excluding, the Fundamental Change
Repurchase Date, upon:

                  (i) delivery to the Company (if it is acting as its own Paying
         Agent), or to a Paying Agent designated by the Company for such purpose
         in the Fundamental Change Notice, no later than the close of business
         on the third Business Day immediately preceding the Fundamental Change
         Repurchase Date, of a fundamental change repurchase notice (the
         "FUNDAMENTAL CHANGE REPURCHASE NOTICE"), in the form set forth in the
         Securities or any other form of written notice substantially similar
         thereto, in each case, duly completed and signed, with appropriate
         signature guarantee, stating:

                           (a) the certificate number(s) of the Securities which
                  the Holder will deliver to be repurchased;

                           (b) the principal amount of Securities to be
                  repurchased, which must be $1,000 or an integral multiple
                  thereof;

                           (c) that such principal amount of Securities are to
                  be repurchased pursuant to the terms and conditions specified
                  in PARAGRAPH 9 of the Securities and in this Indenture; and

                           (d) if the Company has elected to pay the Make-Whole
                  Premium (pursuant to SECTION 3.09(L)), if any, in Common Stock
                  but the Make-Whole Premium, if any, is ultimately to be paid
                  to the Holder entirely in cash because any of the conditions
                  to payment in Common Stock is not satisfied prior to the close
                  of business on the Business Day immediately preceding the
                  Fundamental Change Repurchase Date, whether the Holder elects
                  (i) to withdraw the Fundamental Change Repurchase Notice for
                  all of the Securities subject to the Fundamental Change
                  Repurchase Right; or (ii) to receive cash in respect of the
                  entire Make-Whole Premium subject to the Fundamental Change


                                      -23-
<PAGE>

                  Repurchase Right. If the Holder fails to indicate its choice
                  with respect to this election, the Holder will be deemed to
                  have elected to receive cash in respect of the entire
                  Make-Whole Premium, if any; and

                  (ii) delivery to the Company (if it is acting as its own
         Paying Agent), or to a Paying Agent designated by the Company for such
         purpose in the Fundamental Change Notice, at any time after the
         delivery of such Fundamental Change Repurchase Notice, of such
         Securities (together with all necessary endorsements) with respect to
         which the Fundamental Change Repurchase Right is being exercised, such
         delivery being a condition to receipt by the Holder of the Fundamental
         Change Repurchase Price therefor plus accrued and unpaid interest, if
         any, payable as herein provided upon Repurchase Upon Fundamental
         Change.

         If such Securities are held in book-entry form through the Depositary,
the Fundamental Change Repurchase Notice shall comply with applicable procedures
of the Depositary.

         Upon such delivery of Securities to the Company (if it is acting as its
own Paying Agent) or such Paying Agent, such Holder shall be entitled to receive
from the Company or such Paying Agent, as the case may be, a nontransferable
receipt of deposit evidencing such delivery.

         Notwithstanding anything herein to the contrary, any Holder delivering
the Fundamental Change Repurchase Notice contemplated by this SECTION 3.09(A) to
the Company (if it is acting as its own Paying Agent) or to a Paying Agent
designated by the Company for such purpose in the Fundamental Change Notice
shall have the right to withdraw such Fundamental Change Repurchase Notice by
delivery, at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date, of a written
notice of withdrawal to the Company (if acting as its own Paying Agent) or the
Paying Agent, which notice shall contain the information specified in SECTION
3.09(B)(XIV).

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

         (B) Within thirty (30) days after the occurrence of a Fundamental
Change, the Company shall mail, or cause to be mailed, to all Holders of record
of the Securities at their addresses shown in the register of the Registrar, and
to beneficial owners as required by applicable law, a notice (the "FUNDAMENTAL
CHANGE NOTICE") of the occurrence of such Fundamental Change and the Fundamental
Change Repurchase Right arising as a result thereof. The Company shall deliver a
copy of the Fundamental Change Notice to the Trustee and shall cause a copy to
be published at the expense of the Company in THE NEW YORK TIMES or THE WALL
STREET JOURNAL or another newspaper of national circulation.

         Each Fundamental Change Notice shall state:

                  (i) the events causing the Fundamental Change;

                  (ii) the date of such Fundamental Change;



                                      -24-
<PAGE>

                  (iii) the Fundamental Change Repurchase Date;

                  (iv) the last date on which a Holder may exercise the
         Fundamental Change Repurchase Right;

                  (v) the Fundamental Change Repurchase Price plus accrued and
         unpaid interest, if any, to, but excluding, the Fundamental Change
         Repurchase Date;

                  (vi) the Make-Whole Premium (pursuant to SECTION 3.09(L)), if
         any;

                  (vii) if a Make-Whole Premium will be payable, whether the
         Company will pay the Make-Whole Premium in cash, Common Stock or a
         combination thereof, specifying the percentage or amount of each;

                  (viii) if the Company elects to pay the Make-Whole Premium, if
         any, in whole or in part in Common Stock, the method of calculating the
         Current Market Price of Common Stock;

                  (ix) the names and addresses of the Paying Agent and the
         Conversion Agent;

                  (x) a description of the procedure which a Holder must follow
         to exercise the Fundamental Change Repurchase Right;

                  (xi) that, in order to exercise the Fundamental Change
         Repurchase Right, the Securities (with all necessary endorsements) must
         be surrendered for payment of the Fundamental Change Repurchase Price
         plus accrued and unpaid interest, if any, to, but excluding, the
         Fundamental Change Repurchase Date, payable as herein provided upon
         Repurchase Upon a Fundamental Change;

                  (xii) that the Fundamental Change Repurchase Price, plus
         accrued and unpaid interest, if any, to, but excluding, the Fundamental
         Change Repurchase Date, for any Security as to which a Fundamental
         Change Repurchase Notice has been given and not withdrawn will be paid
         as promptly as practicable, but in no event more than three (3)
         Business Days, following the later of the Fundamental Change Repurchase
         Date or the time of delivery of the Security as described in (xi);

                  (xiii) that, on and after the Fundamental Change Repurchase
         Date (unless there shall be a Default in the payment of such
         Fundamental Change Repurchase Price or a Default in the payment of the
         accrued and unpaid interest, if any, to, but excluding, the Fundamental
         Change Repurchase Date), interest on Securities subject to Repurchase
         Upon a Fundamental Change will cease to accrue, such Securities shall
         cease to be convertible pursuant to ARTICLE X, and all rights of the
         Holders of such Securities shall terminate, other than the right to
         receive, upon surrender of such Securities, the Fundamental Change
         Repurchase Price and such accrued and unpaid interest, if any, to, but
         excluding, the Fundamental Change Repurchase Date;



                                      -25-
<PAGE>

                  (xiv) that a Holder will be entitled to withdraw its election
         in the Fundamental Change Repurchase Notice if the Company (if acting
         as its own Paying Agent), or the Paying Agent receives, prior to the
         close of business on the Business Day immediately preceding the
         Fundamental Change Repurchase Date, or such longer period as may be
         required by law, a letter or telegram, telex or facsimile transmission
         (receipt of which is confirmed and promptly followed by a letter)
         setting forth (I) the name of such Holder, (II) a statement that such
         Holder is withdrawing its election to have Securities repurchased,
         (III) the principal amount of the Securities of such Holder to be so
         withdrawn, which amount must be $1,000 or an integral multiple thereof,
         (IV) the certificate number of such Securities to be so withdrawn, and
         (V) the principal amount, if any, of the Securities of such Holder that
         remain subject to the Fundamental Change Repurchase Notice delivered by
         such Holder in accordance with this SECTION 3.09, which amount must be
         $1,000 or an integral multiple thereof;

                  (xv) the Conversion Rate and any adjustments to the Conversion
         Rate that will result from the Fundamental Change;

                  (xvi) that Securities with respect to which a Fundamental
         Change Repurchase Notice is given by a Holder may be converted pursuant
         to ARTICLE X only if such Fundamental Change Repurchase Notice has been
         withdrawn in accordance with this SECTION 3.09; and

                  (xvii) the CUSIP number or numbers, as the case may be, of the
         Securities.

         At the Company's request, and upon the Company's notification to the
Trustee at least fifteen (15) days prior to the mailing of the Fundamental
Change Notice (unless a shorter period shall be satisfactory to the Trustee),
the Trustee shall mail such Fundamental Change Notice in the Company's name and
at the Company's expense; PROVIDED, HOWEVER, that, in all cases, the text of
such Fundamental Change Notice shall be prepared by the Company.

         No failure of the Company to give a Fundamental Change Notice shall
limit any Holder's right to exercise a Fundamental Change Repurchase Right.

         (C) Subject to the provisions of this SECTION 3.09, the Company shall
pay, or cause to be paid, the Fundamental Change Repurchase Price, plus accrued
and unpaid interest, if any, to, but excluding, the Fundamental Change
Repurchase Date, with respect to each Security as to which the Fundamental
Change Repurchase Right shall have been exercised to the Holder thereof as
promptly as practicable, but in no event more than three (3) Business Days,
following the later of the Fundamental Change Repurchase Date and the time such
Security (with all necessary endorsements) is surrendered to the Paying Agent.

         (D) Prior to 10:00 A.M., New York City time, on a Fundamental Change
Repurchase Date, the Company shall deposit with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with SECTION 2.04) money and Common Stock, if any, in funds or Common
Stock immediately available on the Fundamental Change Repurchase Date,
sufficient to pay the Fundamental Change Repurchase Price, plus accrued and
unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase
Date, of all of the Securities that are to be repurchased by the Company on such


                                      -26-
<PAGE>

Fundamental Change Repurchase Date pursuant to a Repurchase Upon a Fundamental
Change. The Paying Agent shall return to the Company, as soon as practicable,
any money not required for that purpose.

         (E) Once the Fundamental Change Notice and the Fundamental Change
Repurchase Notice have been duly given in accordance with this SECTION 3.09, the
Securities to be repurchased pursuant to a Repurchase Upon a Fundamental Change
shall, on the Fundamental Change Repurchase Date, become due and payable at the
Fundamental Change Repurchase Price (plus accrued and unpaid interest, if any,
to, but excluding, the Fundamental Change Repurchase Date) applicable thereto,
and, on and after such date (unless there shall be a Default in the payment of
the Fundamental Change Repurchase Price or a Default in the payment of the
accrued and unpaid interest, if any, to, but excluding, the Fundamental Change
Repurchase Date), such Securities shall cease to bear interest and shall cease
to be convertible pursuant to ARTICLE X, and all rights of the Holders of such
Securities shall terminate, other than the right to receive, in accordance with
this SECTION 3.09, the Fundamental Change Repurchase Price and such accrued and
unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase
Date.

         (F) Securities with respect to which a Fundamental Change Repurchase
Notice has been duly delivered in accordance with this SECTION 3.09 may be
converted pursuant to ARTICLE X only if such Fundamental Change Repurchase
Notice has been withdrawn in accordance with this SECTION 3.09 or if there shall
be a Default in the payment of the Fundamental Change Repurchase Price or a
Default in the payment of the accrued and unpaid interest, if any, to, but
excluding, the Fundamental Change Repurchase Date, payable as herein provided
upon Repurchase Upon a Fundamental Change.

         (G) If any Security shall not be paid upon surrender thereof for
Repurchase Upon a Fundamental Change, the principal of, and accrued and unpaid
interest on, such Security shall, until paid, bear interest from the Fundamental
Change Repurchase Date at the rate borne by such Security on the principal
amount of such Security, and such Security shall continue to be convertible
pursuant to ARTICLE X.

         (H) Any Security which is to be submitted for Repurchase Upon a
Fundamental Change only in part shall be delivered pursuant to this SECTION 3.09
(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 its attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, of the same tenor and in aggregate principal amount
equal to the portion of such Security not submitted for Repurchase Upon a
Fundamental Change.

         (I) Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to this SECTION 3.09 if there has occurred
(prior to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Fundamental Change Repurchase Notice) and is
continuing an Event of Default (other than a Default in the payment of the
Fundamental Change Repurchase Price or a Default in the payment of the accrued
and unpaid interest, if any, to, but excluding, the Fundamental Change


                                      -27-
<PAGE>

Repurchase Date, payable as herein provided upon Repurchase Upon a Fundamental
Change). The Paying Agent will promptly return to the respective Holders thereof
any Securities held by it during the continuance of an Event of Default (other
than a Default in the payment of the Fundamental Change Repurchase Price or a
Default in the payment of the accrued and unpaid interest, if any, to, but
excluding, the Fundamental Change Repurchase Date), in which case, upon such
return, the Fundamental Change Repurchase Notice with respect to the Repurchase
Upon a Fundamental Change shall be deemed to have been withdrawn.

         (J) Notwithstanding anything herein to the contrary, if the option
granted to Holders to require the repurchase of the Securities upon the
occurrence of a Fundamental Change is determined to constitute a tender offer,
the Company shall comply with all applicable tender offer rules under the
Exchange Act, including Rule 13e-4 and Regulation 14E, and with all other
applicable laws, and will file a Schedule TO or any other schedules required
under the Exchange Act or any other applicable laws.

         (K) As used herein and in the Securities:

         A "FUNDAMENTAL CHANGE" shall be deemed to have occurred upon the
occurrence of either a "Change in Control" or a "Termination of Trading."

         A "CHANGE IN CONTROL" shall be deemed to have occurred at such time as:

                  (i) any "person" or "group" (as such terms are used for
         purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes
         the "beneficial owner" (as such term is used in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of fifty percent (50%) or more
         of the Voting Stock; or

                  (ii) at any time the following persons cease for any reason to
         constitute a majority of the Company's Board of Directors:

                           (1) individuals who on the Issue Date constituted the
                  Company's Board of Directors; and

                           (2) any new directors whose election to the Company's
                  Board of Directors or whose nomination for election by the
                  Company's shareholders was approved by at least a majority of
                  the directors of the Company then still in office who were
                  either directors of the Company on the Issue Date or whose
                  election or nomination for election was previously so
                  approved; or

                  (iii) the Company consolidates with, or merges with or into,
          another person or any person consolidates with, or merges with or
          into, the Company, in any such event other than pursuant to a
          transaction where the persons that "beneficially owned," directly or
          indirectly, the shares of the Company's Voting Stock immediately prior
          to such transaction, "beneficially own," directly or indirectly,
          immediately after such transaction, shares of the continuing or
          surviving corporation's Voting Stock representing at least a majority
          of the total voting power of all outstanding classes of the Voting


                                      -28-
<PAGE>

          Stock of the continuing or surviving corporation and such persons
          "beneficially own" such shares in substantially the same proportion as
          such ownership immediately prior to the transaction; or

                  (iv) the sale, transfer, lease, conveyance or other
         disposition of all or substantially all of the property or assets of
         the Company to any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act), including any group
         acting for the purpose of acquiring, holding or disposing of securities
         within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

                  (v) the Company is liquidated or dissolved or the holders of
         the Company's Capital Stock approve any plan or proposal for the
         liquidation or dissolution of the Company;

         PROVIDED, HOWEVER, that a Change in Control will not be deemed to have
         occurred if, in the case of a merger or consolidation, 95% or more of
         the total consideration (other than cash payments for fractional shares
         or pursuant to statutory appraisal rights) in the merger or
         consolidation constituting the Change in Control consists of common
         stock and any associated rights traded on a U.S. national securities
         exchange or quoted on The Nasdaq National Market (or which will be so
         traded or quoted when issued or exchanged in connection with such
         Change in Control), and, as a result of such transaction or
         transactions, the Securities become convertible solely into such common
         stock and associated rights.

         A "TERMINATION OF TRADING" shall be deemed to occur if the Common Stock
of the Company (or other common stock into which the Securities are then
convertible) is neither listed for trading on a U.S. national securities
exchange nor approved for trading on an established automated over-the-counter
trading market in the United States.

         (L) If a Fundamental Change (except for any Fundamental Change relating
solely to clause (ii) in the definition of "Change in Control" above) occurs
prior to August 15, 2009, the Company will pay, in addition to the Fundamental
Change Repurchase Price described above, a Make-Whole Premium (as defined below)
to a Holder of Securities who elects to require the Company to repurchase such
Securities in connection with such a Fundamental Change. In addition, if the
Holder surrenders the Securities for conversion pursuant to SECTION 10.01(A) in
connection with such a Fundamental Change, in lieu of requiring the Company to
repurchase such Securities as described above, the Holder will receive (i) cash
and, if applicable, Common Stock (pursuant to SECTION 10.05) in respect of such
conversion obligation, plus (ii) the applicable Make-Whole Premium as described
below. The Make-Whole Premium payable to a Holder who elects to require the
repurchase of such Securities or converts the Securities in connection with a
Fundamental Change as provided in this paragraph may be paid, at the Company's
option, in cash, Common Stock, or a combination thereof. If the Company elects
to pay the Make-Whole Premium in whole or in part in Common Stock, the number of
shares of Common Stock to be delivered by the Company will be equal to the
portion of the Make-Whole Premium to be paid in Common Stock divided by 97% of
the Current Market Price (as defined below) of the Common Stock. The Current
Market Price will be determined prior to the Fundamental Change Repurchase Date
as described below. If the Company elects to pay the Make-Whole Premium in whole


                                      -29-
<PAGE>

or in part in shares of Common Stock, the Company will pay cash in lieu of
fractional shares in an amount based upon the Current Market Price of Common
Stock.

         "CURRENT MARKET PRICE" means, with respect to any Fundamental Change
Repurchase Date, the average of the Closing Sale Prices of Common Stock for the
twenty (20) consecutive Trading Days ending on the third Trading Day prior to
the Fundamental Change Repurchase Date, appropriately adjusted to take into
account the occurrence, during the period commencing on the first Trading Day of
such twenty (20) Trading Day period and ending on the Fundamental Change
Repurchase Date of any event requiring an adjustment of the Conversion Rate
pursuant to SECTION 10.06; provided that in no event shall the Current Market
Price be less than $0.01.

         The make-whole premium (the "MAKE-WHOLE PREMIUM") will be equal to an
amount that is derived by multiplying each $1,000 principal amount of Securities
by a specified percentage. The Make-Whole Premium will be determined by
reference to the table below and is based on the date on which the Fundamental
Change becomes effective (the "EFFECTIVE DATE") and the price (the "STOCK
PRICE") paid per share of Common Stock in the transaction constituting the
Fundamental Change. If holders of Common Stock receive only cash in the
Fundamental Change, the Stock Price shall be the cash amount paid per share.
Otherwise, the Stock Price shall be the average of the Closing Sale Prices of
Common Stock on the five (5) trading days up to but not including the Effective
Date of the Fundamental Change.

         The following table sets forth the Make-Whole Premiums. The Stock
Prices set forth in the first column of the table below will be adjusted as of
any date on which the Conversion Rate is adjusted. The adjusted Stock Prices
will equal the Stock Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate
immediately prior to the adjustment giving rise to the Stock Price adjustment
and the denominator of which is the Conversion Rate as so adjusted.

                   Make-Whole Premium upon Fundamental Change
                           (% of the principal amount)
<TABLE>
<CAPTION>

                                                                                EFFECTIVE DATE
                                              ------------------------------------------------------------------------------
                                               AUGUST 11,   AUGUST 15,   AUGUST 15,   AUGUST 15,    AUGUST 15,    AUGUST 15,
STOCK PRICE                                       2004         2005         2006         2007          2008          2009
-----------                                   -----------   ----------   ----------   ----------    ----------    ----------

<S>                                               <C>          <C>         <C>           <C>             <C>         <C>
$    30.43................................        0.0%         0.0%         0.0%         0.0%          0.0%         0.0%
$    35.00................................       11.1%         9.7%         8.4%         6.9%          4.4%         0.0%
$    40.00................................       20.7%        19.0%        17.3%        15.1%         11.5%         0.0%
$    45.00................................       21.2%        19.3%        17.3%        14.6%         10.3%         0.0%
$    50.00................................       19.4%        17.3%        15.1%        12.2%          7.6%         0.0%
$    55.00................................       17.8%        15.7%        13.3%        10.3%          5.6%         0.0%
$    60.00................................       16.5%        14.3%        11.9%         8.7%          4.2%         0.0%
$    65.00................................       15.3%        13.1%        10.6%         7.5%          3.2%         0.0%
$    70.00................................       14.3%        12.1%         9.6%         6.5%          2.5%         0.0%
</TABLE>


                                      -30-
<PAGE>
         <TABLE>
<CAPTION>

                                                                                EFFECTIVE DATE
                                              ------------------------------------------------------------------------------
                                               AUGUST 11,   AUGUST 15,   AUGUST 15,   AUGUST 15,    AUGUST 15,    AUGUST 15,
STOCK PRICE                                       2004         2005         2006         2007          2008          2009
-----------                                   -----------   ----------   ----------   ----------    ----------    ----------

<S>                                               <C>         <C>           <C>          <C>           <C>           <C>
$    75.00................................       13.4%        11.2%         8.7%        5.8%          2.0%          0.0%
$    80.00................................       12.6%        10.4%         8.0%        5.1%          1.7%          0.0%
$    85.00................................       11.8%         9.7%         7.3%        4.6%          1.4%          0.0%
$    90.00................................       11.2%         9.1%         6.8%        4.2%          1.3%          0.0%
$    95.00................................       10.6%         8.5%         6.3%        3.8%          1.1%          0.0%
$   100.00................................       10.1%         8.0%         5.9%        3.5%          1.0%          0.0%
$   105.00................................        9.6%         7.6%         5.5%        3.3%          0.9%          0.0%
$   110.00................................        9.1%         7.2%         5.2%        3.0%          0.9%          0.0%
$   115.00................................        8.7%         6.8%         4.9%        2.8%          0.8%          0.0%
$   120.00................................        8.3%         6.5%         4.6%        2.7%          0.8%          0.0%
</TABLE>


         The exact Stock Price and repurchase dates may not be as set forth in
the table, in which case:

                  (i) if the Stock Price is between two Stock Price amounts in
         the table or the Fundamental Change Repurchase Date is between two
         dates on the table, the Make-Whole Premium will be determined by
         straight-line interpolation between the Make-Whole Premium amounts set
         forth for the higher and lower Stock Price amounts and the two dates,
         as applicable, based on a three hundred sixty-five (365) day year.

                  (ii) if the Stock Price is equal to or in excess of $120.00
         per share (subject to adjustment), no Make-Whole Premium will be paid.

                  (iii) if the Stock Price is less than or equal to $30.43 per
         share (subject to adjustment), no Make-Whole Premium will be paid.

         The right of the Company to pay the Make-Whole Premium for the
Securities, in whole or in part, in Common Stock is subject to the following
conditions:

                  (i) the Company providing timely written notice, as described
         above, of its election to pay all or part of the Make-Whole Premium in
         Common Stock;

                  (ii) the Common Stock being listed on a U.S. national or
         regional securities exchange or quoted on the Nasdaq National Market or
         other similar automated quotation system;

                  (iii) information necessary to calculate the Current Market
         Price of Common Stock being published in a daily newspaper of national
         circulation or being otherwise readily publicly available;

                                      -31-
<PAGE>

                  (iv) the Company not having previously given notice of its
         election to pay the Make-Whole Premium with respect to a Fundamental
         Change Repurchase Date entirely in cash, pursuant to SECTION 3.09(B).

                  (v) the Company shall use its reasonable best efforts to
         register, prior to initial issuance, any shares of Common Stock
         issuable as payment, in whole or in part, pursuant to the Make-Whole
         Premium (whether such payment is in connection with a Repurchase Upon a
         Fundamental Change or conversion in connection with a Fundamental
         Change), either (A) for initial issuance under the Securities Act, or
         (B) for resale pursuant to a shelf registration statement, permitting
         resales on a delayed and/or continuous basis from time to time pursuant
         to Rule 415 under the Securities Act, unless such shares may be
         publicly sold without restriction by a Person who is not an Affiliate
         of the Company pursuant to Rule 144(k) or otherwise under the
         Securities Act. If the Company is legally unable to register such
         shares of Common Stock prior to initial issuance in either manner
         described in clauses (V)(A) and (V)(B) above, then the Company shall
         register such shares of Common Stock as promptly as practicable
         thereafter, but in no event later than 90 days after the issuance of
         such shares of Common Stock.

                  (vi) the shares of Common Stock to be delivered as payment, in
         whole or in part, of the Make-Whole Premium shall be duly qualified or
         registered under applicable state securities laws or shall be qualified
         for an available exemption from such qualification and registration;

                  (vii) before the close of business on the Business Day
          immediately preceding the Fundamental Change Repurchase Date, the
          Trustee shall have received an Officers' Certificate stating:

                           (1) that the conditions in clauses (I) through (VI)
                  above have been satisfied; and

                           (2) the number of shares of Common Stock to be issued
                  for each $1,000 principal amount of Securities to be redeemed
                  and the Current Market Price; and

                  (viii) before the close of business on the Business Day
         immediately preceding the Fundamental Change Repurchase Date, the
         Trustee shall have received an Opinion of Counsel stating that:

                           (1) the shares of Common Stock to be issued by the
                  Company in full or partial payment of the Make-Whole Premium
                  have been duly authorized and, when issued and delivered
                  pursuant to the terms of this Indenture in payment of the
                  Make-Whole Premium, will be validly issued, fully paid and
                  non-assessable and free from preemptive rights pursuant to the
                  Company's Certificate of Incorporation, bylaws or the Delaware
                  General Corporation Law or, to such counsel's knowledge, any
                  similar rights; and

                           (2) the conditions specified in Sections 3.09(L) (V)
                  AND (VI) have been satisfied.



                                      -32-
<PAGE>

          If the required conditions are not satisfied with respect to a Holder
prior to the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date, the Company will pay the Make-Whole Premium,
if any, for such Holder's Securities entirely in cash. Except as described in
the previous sentence, the Company may not change its election with respect to
the form in which it will pay the Make-Whole Premium, if any, once it has
delivered the Fundamental Change Notice.

          From and after the date of the occurrence of an Accounting Event (as
defined below), the Company will have the option, in its sole discretion, to
elect, by providing notice to the Trustee and the Holders, to pay any Make-Whole
Premium payable in the future solely in cash. An "ACCOUNTING EVENT" means that
the Emerging Issues Task Force of the Financial Accounting Standards Board or
its successor has issued, an amendment to, change in or clarification of rules,
as a result of which the Company is required, under then current generally
accepted accounting principles ("GAAP"), to include the number of shares which
may be issuable as a Make-Whole Premium in determining the number of the
Company's shares outstanding for purposes of calculating diluted earnings per
share.



                                 IV. COVENANTS

4.01 PAYMENT OF SECURITIES.

         The Company shall pay all amounts due with respect to the Securities on
the dates and in the manner provided in the Securities. All such amounts shall
be considered paid on the date due if the Paying Agent holds (or, if the Company
is acting as Paying Agent, the Company has segregated and holds in trust in
accordance with SECTION 2.04) on that date money sufficient to pay the amount
then due with respect to the Securities (unless there shall be a Default in the
payment of such amounts to the respective Holder(s)).

         The Company shall pay interest on any overdue amount (including, to the
extent permitted by applicable law, overdue interest) at the rate borne by the
Securities.

4.02 MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-Registrar) where Securities may be surrendered
for registration of transfer or exchange or conversion and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. 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 Corporate Trust
Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any


                                      -33-
<PAGE>

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. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

         The Company hereby designates the corporate trust office of the Trustee
in New York, located at One Penn Plaza, Suite 1414, New York, NY 10119, as an
agency of the Company in accordance with SECTION 2.03.

4.03 RULE 144A INFORMATION.

         (A) At any time when the Company is not subject to Sections 13 or 15(d)
of the Exchange Act, the Company shall promptly provide to the Trustee and
shall, upon request, provide to any Holder, beneficial owner or prospective
purchaser of Securities or shares of Common Stock issued upon conversion of any
Securities, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act to facilitate the resale of such Securities or shares
of Common Stock pursuant to Rule 144A. The Company shall take such further
action as any Holder or beneficial owner of such Securities or shares of Common
Stock may reasonably request to the extent required from time to time to enable
such Holder or beneficial owner to sell its Securities or shares of Common Stock
in accordance with Rule 144A, as such rule may be amended from time to time.

         (B) The Company shall, in accordance with TIA ss. 314(a), deliver to
the Trustee, within thirty (30) calendar days after the Company files such
annual reports, information, documents and other reports with the SEC, copies of
the Company's annual reports 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 Section 15(d) of the Exchange Act; PROVIDED, HOWEVER,
that the Company shall not be required to deliver to the Trustee any material
for which the Company has sought and received confidential treatment by the SEC.
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, the Company
shall continue to provide the Trustee and to each Holder, within thirty (30)
calendar days after the Company would have been required to file such reports
with the SEC, annual and quarterly consolidated financial statements
substantially equivalent to financial statements that would have been included
in reports filed with the SEC if the Company were subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, including, with
respect to annual information only, a report thereon by the Company's certified
independent public accountants as such would be required in such reports filed
with the SEC and, in each case, together with a management's discussion and
analysis of financial condition and results of operations which would be so
required. The Company also shall comply with the other provisions of TIA ss.
314(a).

4.04 COMPLIANCE CERTIFICATE.

         The Company shall deliver to the Trustee, within ninety (90) calendar
days after the end of each fiscal year of the Company, or, if earlier, by the
date the Company is, or would be, required to file with the SEC the Company's


                                      -34-
<PAGE>

annual report (whether on Form 10-K under the Exchange Act or another
appropriate form) for such fiscal year, an Officers' Certificate stating whether
or not the signers know of any Default or Event of Default by the Company in
performing any of its obligations under this Indenture or the Securities. If
they do know of any such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status.

4.05 STAY, EXTENSION AND USURY LAWS.

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

4.06 CORPORATE EXISTENCE.

         Subject to ARTICLE 4.09, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each of its Subsidiaries in accordance
with the respective organizational documents of each Subsidiary and the rights
(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate existence of any
Subsidiary, if in the good faith judgment of the Board of Directors (i) such
preservation or existence is not material to the conduct of business of the
Company and (ii) the loss of such right, license or franchise or the dissolution
of such Subsidiary does not have a material adverse impact on the Holders.

4.07 COMPANY TO PROVIDE STOCK.

         The Company shall at all times reserve out of its authorized but
unissued Common Stock or Common Stock held in its treasury enough shares of
Common Stock to permit the conversion of all of the Securities into shares of
Common Stock and the issuance of Common Stock pursuant to the Make-Whole
Premium.

         All shares of Common Stock which may be issued upon conversion of the
Securities, or pursuant to the Make-Whole Premium, shall be validly issued,
fully paid and non-assessable and shall be free of preemptive or similar rights
and free of any lien or adverse claim.

         The Company shall comply with all securities laws regulating the offer
and delivery of shares of Common Stock upon conversion of Securities, and the
issuance of Common Stock pursuant to the Make-Whole Premium, and shall list such
shares on each national securities exchange or automated quotation system on
which the Common Stock is listed.



                                      -35-
<PAGE>

4.08 NOTICE OF DEFAULT.

         In the event that any Default or Event of Default shall occur, the
Company will give prompt written notice of such Default or Event of Default, and
any remedial action proposed to be taken, to the Trustee.

4.09 FURTHER INSTRUMENTS AND ACTS.

         Upon request of the Trustee, the Company shall 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.

                                 V. SUCCESSORS

5.01 WHEN COMPANY MAY MERGE, ETC.

         The Company shall not consolidate with, or merge with or into, or sell,
transfer, lease, convey or otherwise dispose of all or substantially all of the
property or assets of the Company to, another person, whether in a single
transaction or series of related transactions, unless (i) such other person is a
corporation organized under the laws of the United States, any State thereof or
the District of Columbia; (ii) the surviving person, if other than the Company,
assumes by supplemental indenture all the obligations of the Company under the
Securities and this Indenture; and (iii) immediately after giving effect to the
transaction, no Default or Event of Default shall exist.

         The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel (which may rely upon such Officers' Certificate as to the
absence of Defaults and Events of Default) stating that the proposed transaction
and such supplemental indenture will, upon consummation of the proposed
transaction, comply with this Indenture.

5.02 SUCCESSOR SUBSTITUTED.

         Upon any consolidation, merger or any sale, transfer, lease, conveyance
or other disposition of all or substantially all of the property or assets of
the Company, the successor person formed by such consolidation or into which the
Company is merged or to which such sale, transfer, lease, conveyance or other
disposition is made shall succeed to, and, except in the case of a lease, be
substituted for, and may exercise every right and power of, and shall assume
every duty and obligation of, the Company under this Indenture with the same
effect as if such successor had been named as the Company herein. When the
successor assumes all obligations of the Company hereunder, except in the case
of a lease, all obligations of the predecessor shall terminate.


                                      -36-
<PAGE>


                           VI. DEFAULTS AND REMEDIES

6.01 EVENTS OF DEFAULT.

         An "EVENT OF DEFAULT" occurs if:

                  (i) the Company fails to pay the principal of, or premium, if
         any on, any Security when the same becomes due and payable, whether at
         maturity, upon Optional Redemption, on an Option Purchase Date with
         respect to a Repurchase at Holder's Option, on a Fundamental Change
         Repurchase Date with respect to a Repurchase Upon a Fundamental Change
         or otherwise;

                  (ii) the Company fails to pay an installment of interest or
         additional interest, if any, on any Security when due, if such failure
         continues for thirty (30) days after the date when due;

                  (iii) the Company fails to satisfy its conversion obligations
         upon exercise of a Holder's conversion rights pursuant to this
         Indenture;

                  (iv) the Company fails to timely provide a Fundamental Change
         Notice, or an Option Purchase Notice, as required by the provisions of
         this Indenture;

                  (v) the Company fails to comply with any other term, covenant
         or agreement set forth in the Securities or this Indenture and such
         failure continues for the period, and after the notice, specified
         below;

                  (vi) the Company or any of its Subsidiaries defaults in the
         payment when due, after the expiration of any applicable grace period,
         of principal of, or premium, if any, or interest on, Indebtedness for
         money borrowed, in the aggregate principal amount then outstanding of
         five million dollars ($5,000,000) or more, or the acceleration of
         Indebtedness of the Company or any of its Subsidiaries for money
         borrowed in such aggregate principal amount or more so that it becomes
         due and payable prior to the date on which it would otherwise become
         due and payable and such failure continues for the period, and after
         notice, specified below;

                  (vii) the Company or any of its Subsidiaries fails to pay
         final judgments, the uninsured portion of which aggregates in excess of
         five million dollars ($5,000,000), and such judgments are not paid,
         discharged or stayed within thirty (30) days;

                  (viii) the Company or any of its Significant Subsidiaries or
         any group of Subsidiaries that in the aggregate would constitute a
         Significant Subsidiary of the Company pursuant to, or within the
         meaning of, any Bankruptcy Law, insolvency law, or other similar law
         now or hereafter in effect or otherwise:

                            (A) commences a voluntary case,

                            (B) consents to the entry of an order for relief
                 against it in an involuntary case,




                                      -37-
<PAGE>

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property, or

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

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

                           (A) is for relief against the Company or any of its
                  Significant Subsidiaries or any group of Subsidiaries that in
                  the aggregate would constitute a Significant Subsidiary of the
                  Company in an involuntary case or proceeding, or adjudicates
                  the Company or any of its Significant Subsidiaries or any
                  group of Subsidiaries that in the aggregate would constitute a
                  Significant Subsidiary of the Company insolvent or bankrupt,

                           (B) appoints a Custodian of the Company or any of its
                  Significant Subsidiaries or any group of Subsidiaries that in
                  the aggregate would constitute a Significant Subsidiary of the
                  Company for all or substantially all of the property of the
                  Company or any such Significant Subsidiary or any group of
                  Subsidiaries that in the aggregate would constitute a
                  Significant Subsidiary of the Company, as the case may be, or

                           (C) orders the winding up or liquidation of the
                  Company or any of its Significant Subsidiaries or any group of
                  Subsidiaries that in the aggregate would constitute a
                  Significant Subsidiary of the Company,

         and, in the case of each of the foregoing clauses (A), (B) and (C) of
         this SECTION 6.01(IX), the order or decree remains unstayed and in
         effect for at least ninety (90) consecutive days.

         The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "CUSTODIAN" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A Default under CLAUSES (V) and (VI) above is not an Event of Default
until (I) the Trustee notifies the Company, or the Holders of at least twenty
five percent (25%) in aggregate principal amount of the Securities then
outstanding notify the Company and the Trustee, of the Default and (II) the
Default is not cured within thirty (30) days after receipt of the notice. The
notice must specify the Default, demand that it be remedied and state that the
notice is a "NOTICE OF DEFAULT". If the Holders of at least twenty five percent
(25%) in aggregate principal amount of the outstanding Securities request the
Trustee to give such notice on their behalf, the Trustee shall do so. When a
Default is cured, it ceases.

6.02 ACCELERATION.

         If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(VIII) or (IX) with respect to the Company (but including an Event
of Default specified in SECTION 6.01(VIII) or (IX) solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the



                                      -38-
<PAGE>

aggregate would constitute a Significant Subsidiary of the Company)) occurs and
is continuing, the Trustee by notice to the Company or the Holders of at least
twenty five percent (25%) in principal amount of the Securities then outstanding
by notice to the Company and the Trustee may declare the Securities, including
any accrued and unpaid interest, and if applicable, any Make-Whole Premium, to
be due and payable. Upon such declaration, the principal of, and any accrued and
unpaid interest on, all Securities shall be due and payable immediately. If an
Event of Default specified in SECTION 6.01(VIII) or (IX) with respect to the
Company (excluding, for purposes of this sentence, an Event of Default specified
in SECTION 6.01(VIII) or (IX) solely with respect to a Significant Subsidiary of
the Company or any group of Subsidiaries that in the aggregate would constitute
a Significant Subsidiary of the Company) occurs, the principal of, and accrued
and unpaid interest on, all the Securities shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in aggregate principal
amount of the Securities then outstanding by written notice to the Trustee may
rescind or annul an acceleration and its consequences if the rescission would
not conflict with any order or decree and if all existing Events of Default,
except the nonpayment of principal or interest that has become due solely
because of the acceleration, have been cured or waived and if all amounts due to
the Trustee under SECTION 7.07 have been paid.

6.03 OTHER REMEDIES.

         Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of amounts due with
respect to the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any 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. All remedies are cumulative.

6.04 WAIVER OF PAST DEFAULTS.

         Subject to SECTIONS 6.02, 6.07 and 9.02, the Holders of a majority in
aggregate principal amount of the Securities then outstanding may, by notice to
the Trustee, waive any past Default or Event of Default and its consequences,
other than (A) a Default or Event of Default in the payment of the principal of,
or premium, if any, or interest or additional interest on, any Security, or in
the payment of the Redemption Price, the Option Purchase Price or the
Fundamental Change Repurchase Price (or accrued and unpaid interest, if any,
payable as herein provided upon Optional Redemption, Repurchase at Holder's
Option or Repurchase Upon a Fundamental Change), (B) a Default or Event of
Default arising from a failure by the Company to convert any Securities into
shares of Common Stock in accordance with this Indenture or (C) any Default or
Event of Default in respect of any provision of this Indenture or the Securities
which, under SECTION 9.02, cannot be modified or amended without the consent of



                                      -39-
<PAGE>

the Holder of each outstanding Security affected. When a Default or an Event of
Default is waived, it is cured and ceases. This SECTION 6.04 shall be in lieu of
TIA ss. 316(a)(1)(B), and TIA ss. 316(a)(1)(B) is hereby expressly excluded from
this Indenture, as permitted by the TIA.

6.05 CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability
unless the Trustee is offered indemnity reasonably satisfactory to it; PROVIDED,
that the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction. This SECTION 6.05 shall be in lieu of TIA
ss. 316(a)(1)(A), and TIA ss. 316(a)(1)(A) is hereby expressly excluded from
this Indenture, as permitted by the TIA.

6.06 LIMITATION ON SUITS.

         Except as provided in SECTION 6.07, a Securityholder may not institute
any proceeding under this Indenture, or for the appointment of a receiver or a
trustee, or for any other remedy under this Indenture unless:

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

                  (ii) the Holders of at least twenty five percent (25%) in
         aggregate principal amount of the Securities then outstanding make a
         written request to the Trustee to pursue the remedy;

                  (iii) such Holder or Holders offer and, if requested, provide
         to the Trustee indemnity reasonably satisfactory to the Trustee against
         any loss, liability or expense;

                  (iv) the Trustee does not comply with the request within sixty
         (60) days after receipt of notice, the request and the offer of
         indemnity; and

                  (v) during such sixty (60) day period, the Holders of a
         majority in aggregate principal amount of the Securities then
         outstanding do not give the Trustee a direction inconsistent with the
         request.

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

6.07 RIGHT OF HOLDERS TO RECEIVE PAYMENT AND CONVERT SECURITIES.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of all amounts due with respect to the Securities, on
or after the respective due dates as provided herein, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.


                                      -40-
<PAGE>

         Notwithstanding any other provision of this Indenture, the right of any
Holder to bring suit for the enforcement of the right to convert the Security in
accordance with this Indenture shall not be impaired or affected without the
consent of the Holder.

6.08 COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified 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 due with respect to
the Securities, including any unpaid and accrued interest.

6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee, any
predecessor Trustee and the Securityholders allowed in any judicial proceedings
relative to the Company or its creditors or properties.

         The Trustee may 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 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 7.07.

         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 Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

6.10 PRIORITIES.

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

         First:   to the Trustee for amounts due under SECTION 7.07;

         Second:  to Securityholders for all amounts due and unpaid on the
                  Securities, without preference or priority of any kind,
                  according to the amounts due and payable on the Securities;
                  and

         Third:   to the Company.

         The Trustee, upon prior written notice to the Company may fix a record
date and payment date for any payment by it to Securityholders pursuant to this
SECTION 6.10.




                                      -41-
<PAGE>

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 in the suit other than the Trustee of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, 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 ten
percent (10%) in aggregate principal amount of the outstanding Securities.

                                  VII. TRUSTEE

7.01 DUTIES OF TRUSTEE.

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

         (B) Except during the continuance of an Event of Default:

                  (i) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

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

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

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

                  (ii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to SECTION 6.05.




                                      -42-
<PAGE>

         (D) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this SECTION 7.01.

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

7.02 RIGHTS OF TRUSTEE.

         (A) Subject to SECTION 7.01, the Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document; if, however, the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled during normal business hours to
examine the relevant books, records and premises of the Company, personally or
by agent or attorney upon reasonable prior notice.

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

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

         (D) The Trustee may consult with counsel (such counsel to be reasonably
acceptable to the Company) and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

         (F) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its discretion,
rights or powers conferred upon it by this Indenture.

         (G) Except with respect to SECTION 6.01, the Trustee shall have no duty
to inquire as to the performance of the Company with respect to the covenants
contained in ARTICLE IV. In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to SECTIONS 6.01(I) and (II) or (ii) any Default or Event of
Default of which a Responsible Officer of the Trustee shall have received
written notification or obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under ARTICLE IV (other than SECTIONS
4.04 and 4.08) is for informational purposes only and the Trustee's receipt of
the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).



                                      -43-
<PAGE>

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

         (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.

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

         (K) The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or by any Holder of the Securities.

         (L) The permissive rights of the Trustee enumerated herein shall not be
construed as duties.

7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any of
its Affiliates with the same rights the Trustee would have if it were not
Trustee. Any Security Agent may do the same with like rights. The Trustee,
however, must comply with SECTIONS 7.10 and 7.11.

7.04 TRUSTEE'S DISCLAIMER.

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

7.05 NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing as to which
the Trustee has received notice pursuant to the provisions of this Indenture,
the Trustee shall mail to each Holder a notice of the Default or Event of
Default within thirty (30) days after it occurs unless such Default or Event of
Default has been cured or waived. Except in the case of a Default or Event of
Default in payment of any amounts due with respect to any Security, the Trustee
may withhold the notice if, and so long as it in good faith determines that,
withholding the notice is in the best interests of Holders.




                                      -44-
<PAGE>

7.06 REPORTS BY TRUSTEE TO HOLDERS.

         Within sixty (60) days after each May 15 beginning with May 15, 2005,
the Trustee shall mail to each Securityholder if required by TIA ss. 313(a) a
brief report dated as of such May 15 that complies with TIA ss. 313(c). In such
event, the Trustee also shall comply with TIA ss. 313(b).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed by first class mail to the Company and filed by the Trustee with
the SEC and each stock exchange, if any, on which the Securities are listed. The
Company shall promptly notify the Trustee when the Securities are listed on any
stock exchange.

7.07 COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation for its services as shall be agreed upon in writing. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall include
the reasonable compensation and out-of-pocket expenses of the Trustee's agents
and counsel.

         The Company shall indemnify the Trustee against any and all loss,
liability, damage, claim or expense (including the reasonable fees and expenses
of counsel and taxes other than those based upon the income of the Trustee)
incurred by it in connection with the acceptance or administration of this trust
and the performance of its duties hereunder, including the reasonable costs and
expenses of defending itself against any claim (whether asserted by the Company,
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers and duties hereunder. The Company need not pay
for any settlement made without its consent. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnification. The Company
need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee through the Trustee's negligence, bad faith or willful
misconduct.

         To secure the Company's payment obligations in this SECTION 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay amounts due on
particular Securities.

         The indemnity obligations of the Company with respect to the Trustee
provided for in this SECTION 7.07 shall survive any resignation or removal of
the Trustee and the satisfaction, discharge or termination of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in SECTION 6.01(VIII) or (IX) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.



                                      -45-
<PAGE>

7.08 REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this SECTION 7.08.

         The Trustee may resign by so notifying the Company in writing thirty
(30) Business Days prior to such resignation. The Holders of a majority in
aggregate principal amount of the Securities then outstanding may remove the
Trustee by so notifying the Trustee and the Company in writing and may appoint a
successor Trustee with the Company's consent. The Company may remove the Trustee
if:

                  (i) the Trustee fails to comply with SECTION 7.10;

                  (ii) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (iv) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

         If a successor Trustee does not take office within thirty (30) days
after the retiring Trustee resigns or is removed, the retiring Trustee (at the
Company's expense), the Company or the Holders of at least ten percent (10%) in
aggregate principal amount of the outstanding Securities may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

         If the Trustee fails to comply with SECTION 7.10, the Company or any
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in SECTION 7.07.

7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee, if such successor corporation is otherwise eligible
hereunder.




                                      -46-
<PAGE>

7.10 ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA ss. 310(b). Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA ss. 310(b).

7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                          VIII. DISCHARGE OF INDENTURE

8.01 TERMINATION OF THE OBLIGATIONS OF THE COMPANY.

         This Indenture shall cease to be of further effect if (a) either (i)
all outstanding Securities (other than Securities replaced pursuant to SECTION
2.07 hereof) have been delivered to the Trustee for cancellation or (ii) all
outstanding Securities have become due and payable at their scheduled maturity
or upon Repurchase at Holder's Option, Optional Redemption or Repurchase Upon a
Fundamental Change, and in either case the Company irrevocably deposits, prior
to the applicable due date, with the Trustee or the Paying Agent (if the Paying
Agent is not the Company or any of its Affiliates) cash sufficient to pay all
amounts due and owing on all outstanding Securities (other than Securities
replaced pursuant to SECTION 2.07 hereof) on the Maturity Date or an Option
Purchase Date, Redemption Date or Repurchase Date, as the case may be; (b) the
Company pays to the Trustee all other sums payable hereunder by the Company; (c)
no Default or Event of Default with respect to the Securities shall exist on the
date of such deposit; (d) such deposit will not result in a breach or violation
of, or constitute a Default or Event of Default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is
bound; and (e) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture have
been complied with; PROVIDED, HOWEVER, that SECTIONS 2.02, 2.03, 2.04, 2.05,
2.06, 2.07, 2.08, 2.15, 2.16, 2.17, 3.05, 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and
7.08 and ARTICLES VIII and X shall survive any discharge of this Indenture until
such time as the Securities have been paid in full and there are no Securities
outstanding.

8.02 APPLICATION OF TRUST MONEY.

         The Trustee shall hold in trust money deposited with it pursuant to
SECTION 8.01. It shall apply the deposited money through the Paying Agent and in
accordance with this Indenture to the payment of the principal of and any unpaid
and accrued interest on the Securities.





                                      -47-
<PAGE>

8.03 REPAYMENT TO COMPANY.

         The Trustee and the Paying Agent shall promptly notify the Company of,
and pay to the Company upon the request of the Company, any excess money held by
them at any time. The Trustee and the Paying Agent shall pay to the Company upon
the written request of the Company any money held by them for the payment of the
principal of, or any accrued and unpaid interest or additional interest on, the
notes that remains unclaimed for two (2) years; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, at the expense and request of the Company, cause to be published once in a
newspaper of general circulation in the City of New York or cause to be mailed
to each Holder, notice stating that such money remains and that, after a date
specified therein, which shall not be less than thirty (30) days from the date
of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person and all liability of the Trustee and the Paying Agent with respect to
such money and payment shall, subject to applicable law, cease.

8.04 REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money in
accordance with SECTIONS 8.01 and 8.02 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
obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to SECTIONS
8.01 and 8.02 until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with SECTIONS 8.01 and 8.02; PROVIDED,
HOWEVER, that if the Company has made any payment of amounts due with respect to
any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.

                                 IX. AMENDMENTS

9.01 WITHOUT CONSENT OF HOLDERS.

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

                  (i) to comply with SECTIONS 5.01 and 10.12;

                  (ii) to make any changes or modifications to this Indenture
         necessary in connection with the registration of the Securities under
         the Securities Act pursuant to the Registration Rights Agreement or the
         qualification of this Indenture under the TIA;

                  (iii) to secure the obligations of the Company in respect of
         the Securities;




                                      -48-
<PAGE>

                  (iv) to add to the covenants of the Company described in this
         Indenture for the benefit of Securityholders or to surrender any right
         or power conferred upon the Company; and

                  (v) to make provisions with respect to adjustments to the
         Conversion Rate as required by this Indenture or to increase the
         Conversion Rate in accordance with this Indenture.

         In addition, the Company and the Trustee may enter into a supplemental
indenture without the consent of Holders of the Securities to cure any
ambiguity, defect, omission or inconsistency in this Indenture in a manner that
does not materially adversely affect the rights of any Holder.

9.02 WITH CONSENT OF HOLDERS.

         The Company, with the consent of the Trustee, may amend or supplement
this Indenture or the Securities without notice to any Securityholder but with
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities. Subject to SECTIONS 6.04 AND 6.07, the
Holders of a majority in aggregate principal amount of the outstanding
Securities may, by notice to the Trustee, waive compliance by the Company with
any provision of this Indenture or the Securities without notice to any other
Securityholder. Notwithstanding anything herein to the contrary, without the
consent of each Holder of each outstanding Security affected, an amendment,
supplement or waiver, including a waiver pursuant to SECTION 6.04, may not:

                  (a) change the stated maturity of the principal of, or the
         payment date of any installment of interest on, any Security;

                  (b) reduce the principal amount of, or any premium, interest
         or additional interest on, any Security;

                  (c) change the place or currency of payment of principal of,
         or any premium, interest or additional interest on, any Security;

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

                  (e) modify, in a manner adverse to Holders, the provisions
         with respect to the right of Holders pursuant to ARTICLE III to require
         the Company to purchase Securities on an Option Purchase Date or to
         repurchase Securities upon the occurrence of a Fundamental Change;

                  (f) adversely affect the right of Holders to convert
         Securities other than as provided in or under ARTICLE X;

                  (g) reduce the percentage of the aggregate principal amount of
         the outstanding Securities whose Holders must consent to a modification
         to or amendment of any provision of this Indenture;




                                      -49-
<PAGE>

                  (h) reduce the percentage of the aggregate principal amount of
         the outstanding Securities whose Holders must consent to a waiver of
         compliance with any provision of this Indenture or a waiver of any
         Default or Event of Default; or

                  (i) modify the provisions of this Indenture with respect to
         modification and waiver (including waiver of a Default or an Event of
         Default), except to increase the percentage required for modification
         or waiver or to provide for consent of each affected Holder.

         Promptly after an amendment, supplement or waiver under SECTION 9.01 or
this SECTION 9.02 becomes effective, the Company shall mail, or cause to be
mailed, to Securityholders a notice briefly describing such amendment,
supplement or waiver. Any failure of the Company to mail such notice shall not
in any way impair or affect the validity of such amendment, supplement or
waiver.

         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,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment, waiver or supplement to this Indenture or the
Securities shall comply with the TIA as then in effect.

9.04 REVOCATION AND EFFECT OF CONSENTS.

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

         After an amendment, supplement or waiver becomes effective with respect
to the Securities, it shall bind every Holder unless it makes a change that
requires, pursuant to SECTION 9.02, the consent of each Holder affected. In that
case, the amendment, supplement or waiver shall bind each Holder of a Security
who has consented to it and, provided that notice of such amendment, supplement
or waiver is reflected on a Security that evidences the same debt as the
consenting Holder's Security, every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the consenting Holder's Security.

9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security as directed and
prepared by the Company about the changed terms and return it to the Holder.



                                      -50-
<PAGE>

Alternatively, if the Company so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

9.06 TRUSTEE PROTECTED.

         The Trustee shall sign any amendment, supplemental indenture or waiver
authorized pursuant to this ARTICLE IX; PROVIDED, HOWEVER, that the Trustee need
not sign any amendment, supplement or waiver authorized pursuant to this ARTICLE
IX that adversely affects the Trustee's rights, duties, liabilities or
immunities. The Trustee shall be entitled to receive and conclusively rely upon,
in addition to the documents required by SECTION 11.04, an Opinion of Counsel
and an Officers' Certificate that any supplemental indenture, amendment or
waiver is permitted or authorized pursuant to this Indenture.

                                 X. CONVERSION

10.01 CONVERSION PRIVILEGE; RESTRICTIVE LEGENDS.

         (A) Subject to the provisions of SECTIONS 3.04, 3.07, 3.08 AND 3.09,
the Securities shall be convertible into cash and, if applicable, shares of
Common Stock in accordance with this ARTICLE X.

         (B) The initial Conversion Rate shall be 24.3424 shares of Common Stock
per $1,000 principal amount of Securities. The Conversion Rate shall be subject
to adjustment in accordance with SECTIONS 10.06 THROUGH 10.12.

         (C) A Holder may convert a portion of the principal of such Security if
the portion is $1,000 principal amount or an integral multiple of $1,000
principal amount. Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of it.

         (D) Any shares of Common Stock issued upon conversion of a Security
shall bear the Private Placement Legend until after the second anniversary of
the later of the Issue Date and the last date on which the Company or any
Affiliate was the owner of such shares or the Security (or any predecessor
security) from which such shares were converted (or such shorter period of time
as permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) (or such longer period of time as may be required under the
Securities Act or applicable state securities laws, as set forth in an Opinion
of Counsel, unless otherwise agreed by the Company and the Holder thereof).

10.02 CONVERSION PROCEDURE.

         To convert a Security, a Holder must satisfy the requirements of
PARAGRAPH 10 of the Securities. As soon as practicable following the date (the
"CONVERSION DATE") on which the Holder satisfies all those requirements, the
Company shall deliver to the Holder through the Conversion Agent (i) cash in the
amount of Principal Return (as hereinafter provided), (ii) certificate(s) for
the number of full Net Shares issuable upon the conversion, as provided in
PARAGRAPH 10 of the Securities, (iii) if applicable, cash and/or Common Stock in
the amount of the Make-Whole Premium, and (iv) that amount of cash payable, if



                                      -51-
<PAGE>

any, in lieu of any fractional share. A Holder of Securities is not entitled to
any rights of a holder of Common Stock until such Holder has converted its
Securities into shares of Common Stock.

         Except as provided in the Securities or in this ARTICLE X or in ARTICLE
III, no payment or adjustment will be made for accrued interest on, or
additional interest with respect to, a converted Security or for dividends on
any Common Stock issued on or prior to conversion. If any Holder surrenders a
Security for conversion after the close of business on the record date for the
payment of an installment of interest and prior to the related interest payment
date, then, notwithstanding such conversion, the interest payable with respect
to such Security on such interest payment date shall be paid on such interest
payment date to the Holder of such Security at the close of business on such
record date; PROVIDED, HOWEVER, that such Security, when surrendered for
conversion, must be accompanied by payment to the Conversion Agent on behalf of
the Company of an amount equal to the interest payable on such interest payment
date on the portion so converted; PROVIDED FURTHER, HOWEVER, that such payment
to the Conversion Agent described in the immediately preceding proviso in
respect of a Security surrendered for conversion shall not be required if such
Security is called for Optional Redemption pursuant to SECTION 3.04 and
PARAGRAPHS 6 AND 7 of the Securities; PROVIDED FURTHER, that, if the Company
shall have, prior to the Conversion Date with respect to a Security, defaulted
in a payment of interest on such Security, then in no event shall the Holder of
such Security who surrenders such Security for conversion be required to pay
such defaulted interest or the interest that shall have accrued on such
defaulted interest pursuant to SECTION 2.12 (it being understood that nothing in
this SECTION 10.02 shall affect the Company's obligations under SECTION 2.12).

         If a Holder converts more than one Security at the same time, the
number of full shares of Common Stock, if any, issuable upon such conversion
shall be based on the total principal amount of all Securities converted.

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

         If the last day on which a Security may be converted is a Legal Holiday
in a place where a Conversion Agent is located, the Security may be surrendered
to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

10.03 FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities and instead will pay cash in an amount equal to the
value of such fraction computed on the basis of the Ten Day Weighted Average
Price, as defined in SECTION 10.05.

10.04 TAXES ON CONVERSION.

         If a Holder converts its Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax or duty due on the issue, if
any, of shares of Common Stock upon the conversion. However, such Holder shall
pay any such tax or duty which is due because such shares are issued in a name
other than such Holder's name. The Conversion Agent may refuse to deliver a
certificate representing the shares of Common Stock to be issued in a name other



                                      -52-
<PAGE>

than such Holder's name until the Conversion Agent receives a sum sufficient to
pay any tax or duty which will be due because such shares are to be issued in a
name other than such Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

10.05 PAYMENT UPON CONVERSION

          (A) Subject to certain exceptions described in SECTION 10.05(B) and
except as provided below, Holders tendering Securities for conversion will be
entitled to receive, per $1,000 principal amount of Securities, cash and, if
applicable, shares of Common Stock, the aggregate value of which (the
"CONVERSION Value") will be equal to the product of:

                  (a) the Conversion Rate then in effect; and

                  (b) the average of the daily Volume Weighted Average Price (as
defined below) of Common Stock for each of the ten (10) consecutive Trading Days
(appropriately adjusted to take into account the occurrence during such period
of stock splits, stock dividends and similar events) beginning on the second
Trading Day immediately following the day the Securities are tendered for
conversion (the "TEN DAY WEIGHTED AVERAGE PRICE"). The "VOLUME WEIGHTED AVERAGE
PRICE" per share of Common Stock on any Trading Day will be the volume weighted
average price on the Nasdaq National Market or, if the Common Stock is not
listed on the Nasdaq National Market, on the principal exchange or
over-the-counter market on which the Common Stock is then listed or traded, from
9:30 a.m. to 4:00 p.m. (New York City time) on that Trading Day as displayed by
Bloomberg (or if such volume weighted average price is not available, the market
value of one share on such Trading Day as the Company determines in good faith
using a volume weighted method.)

         The Conversion Value of the Securities surrendered for conversion will
be delivered to the converting Holders as follows:

                  (a) a cash amount (the "PRINCIPAL RETURN") equal to the lesser
of (i) the aggregate Conversion Value of the Securities to be converted and (ii)
the aggregate principal amount of the Securities to be converted;

                  (b) if the aggregate Conversion Value of the Securities to be
converted is greater than the Principal Return, an amount in whole shares (the
"NET SHARES"), determined as set forth below, equal to such aggregate Conversion
Value less the Principal Return (the "NET SHARE AMOUNT"); and

                  (c) an amount in cash in lieu of any fractional shares of
Common Stock determined as provided in SECTION 10.03.

         The number of Net Shares to be paid will be determined by dividing the
Net Share Amount by the Ten Day Weighted Average Price, provided, however, that
in no event shall the Company be required to issue more than an aggregate of
3,086,445 shares of Common Stock (the "Share Cap") in connection with the
payment of the Net Share Amount in respect of all Securities issued under this
Indenture; it being understood that if the aggregate amount of Securities issued
hereunder does not exceed $125 million, then the Share Cap shall be of no



                                      -53-
<PAGE>

effect. However, if the Initial Purchaser exercises, in full, the Option to
purchase up to $18.75 million principal amount of Additional Securities and the
Ten Day Weighted Average Price of the Common Stock at the time of conversion
exceeds approximately $345, then the number of shares of Common Stock which may
be issued in payment of the Net Share Amount upon conversion of $1,000 principal
amount of Securities shall be capped as appropriate subject to the Share Cap,
but in no event shall the number of shares issuable upon conversion of $1,000 in
principal amount of Securities in payment of the Net Share Amount be capped at a
number of shares that is less than 21.4709 shares. If the Initial Purchaser
exercises some but not all of its Option, then any applicable cap in respect of
the maximum number of shares of Common Stock issuable in payment of the Net
Share Amount upon conversion of $1,000 principal amount of Securities shall be
determined based on the total amount of Securities issued and the Ten Day
Weighted Average Price of the Common Stock at the time of conversion, determined
consistent with the foregoing, but in no event shall the maximum number of
shares issuable on conversion of $1,000 in principal amount of Securities be
capped at a number of shares that is less than 21.4709 shares of Common Stock
and in no event shall the Share Cap take effect if the Ten Day Weighted Average
Price is less than $345. For purposes of this paragraph the number of shares set
forth in this paragraph shall be adjusted as appropriate in the circumstances
described in SECTION 10.06(A) or similar circumstances. The cash payment for
fractional shares will also be based on the Ten Day Weighted Average Price.

         The Conversion Value, Principal Return, Net Share Amount and the number
of Net Shares will be determined by the Company at the end of the ten (10)
consecutive Trading Day period beginning on the second Trading Day immediately
following the day the Securities are tendered for conversion (the "DETERMINATION
DATE").

         When the Company has delivered the applicable cash payment, together
with Common Stock, if applicable, and any required interest payments (if the
conversion takes place after the record date for the payment of interest and
before the related interest payment date), the Company will have satisfied in
full all of its obligations with respect to the converted Securities.

         (B) If a Fundamental Change (except any Fundamental Change relating to
clause (ii) in the definition of "Change in Control") occurs prior to August 15,
2009 and the Securities are surrendered for conversion at any time from and
after the date which is fifteen (15) days prior to the date announced by the
Company as the anticipated effective date of such transaction or event (which
anticipated effective date the Company shall disclose, in good faith, by public
announcement and publication on the Company's website) until the date that is
fifteen (15) days after the actual effective date of such transaction or event,
holders surrendering their Securities for conversion in connection with such a
Fundamental Change will, in addition to the cash and, if applicable Common Stock
specified in SECTION 10.05(A) also be entitled to receive upon conversion, a
Make-Whole Premium determined in accordance with Section 3.09(L).

10.06 ADJUSTMENT OF CONVERSION RATE.

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

                  (a) In case the Company shall (1) pay a dividend in shares of
         Common Stock to all holders of Common Stock, (2) make a distribution in
         shares of Common Stock to all holders of Common Stock, (3) subdivide



                                      -54-
<PAGE>

         the outstanding shares of Common Stock into a greater number of shares
         of Common Stock or (4) combine the outstanding shares of Common Stock
         into a smaller number of shares of Common Stock, the Conversion Rate in
         effect immediately prior to such action shall be adjusted so that the
         Holder of any Security thereafter surrendered for conversion shall be
         entitled to receive the number of shares of Common Stock which such
         Holder would have owned immediately following such action had such
         Securities been converted immediately prior thereto. Any adjustment
         made pursuant to this SECTION 10.06(A) shall become effective
         immediately after the record date in the case of a dividend or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision or combination.

                  (b) In case the Company shall issue rights or warrants (other
         than pursuant to a stockholders' rights plan) to all or substantially
         all holders of Common Stock, entitling them, for a period expiring not
         more than sixty (60) days immediately following the record date for the
         determination of holders of Common Stock entitled to receive such
         rights or warrants, to subscribe for or purchase shares of Common Stock
         (or securities convertible into or exchangeable or exercisable for
         Common Stock), at a price per share (or having a conversion, exchange
         or exercise price per share) less than the current market price (as
         determined pursuant to SECTION 10.06(H)) of Common Stock on the record
         date for the determination of holders of Common Stock entitled to
         receive such rights or warrants, the Conversion Rate shall be increased
         by multiplying the Conversion Rate in effect immediately prior to such
         record date by a fraction of which (A) the numerator shall be the sum
         of (I) the number of shares of Common Stock outstanding at the close of
         business on such record date and (II) the aggregate number of shares
         (the "UNDERLYING SHARES") of Common Stock underlying all such issued
         rights or warrants (whether by exercise, conversion, exchange or
         otherwise), and (B) the denominator shall be the sum of (I) number of
         shares of Common Stock outstanding at the close of business on such
         record date and (II) the number of shares of Common Stock which the
         aggregate exercise, conversion, exchange or other price at which the
         Underlying Shares may be subscribed for or purchased pursuant to such
         rights or warrants would purchase at such current market price. Such
         increase shall become effective immediately prior to the opening of
         business on the day following such record date. In no event shall the
         Conversion Rate be decreased pursuant to this SECTION 10.06(B).

                  (c) In case the Company shall dividend or distribute to all or
         substantially all holders of Common Stock shares of Capital Stock of
         the Company (other than Common Stock), evidences of Indebtedness or
         other assets (other than dividends or distributions requiring an
         adjustment to the Conversion Rate in accordance with SECTIONS 10.06(D),
         10.06(E) OR 10.06(F)), or shall dividend or distribute to all or
         substantially all holders of Common Stock rights or warrants to
         subscribe for or purchase securities (other than those referred to in
         SECTION 10.06(B) (other than pursuant to a stockholders' rights plan)),
         then in each such case the Conversion Rate shall be increased by
         multiplying the Conversion Rate in effect immediately prior to the
         close of business on the record date for the determination of
         shareholders entitled to such dividend or distribution by a fraction of
         which (A) the numerator shall be the current market price of Common
         Stock (as determined pursuant to SECTION 10.06(H)) on such record date
         and (B) the denominator shall be an amount equal to (I) such current
         market price less (II) the fair market value (as determined in good
         faith by the Board of Directors, whose determination shall be
         conclusive and described in a Board Resolution), on such record date,
         of the portion of the shares of Capital Stock, evidences of
         Indebtedness, assets, rights and warrants to be dividend or distributed
         applicable to one share of Common Stock, such increase to become
         effective immediately prior to the opening of business on the day
         following such record date; PROVIDED, HOWEVER, that if such denominator
         is equal to or less than zero, then, in lieu of the foregoing
         adjustment to the Conversion Rate, adequate provision shall be made so
         that each Holder shall have the right to receive upon conversion of its
         Securities, in addition to the shares of Common Stock issuable (and
         cash, if any, payable) upon such conversion, an amount of shares of
         Capital Stock, evidences of Indebtedness, assets, rights and/or



                                      -55-
<PAGE>

         warrants that such Holder would have received had such Holder converted
         all of its Securities on such record date. Notwithstanding the
         foregoing, in the event that the Company shall distribute rights or
         warrants (other than those referred to in SECTION 10.06(B))
         (collectively, "RIGHTS") PRO RATA to holders of Common Stock, the
         Company may, in lieu of making any adjustment pursuant to this SECTION
         10.06(C), make proper provision so that each Holder of a Security who
         converts such Security (or any portion thereof) on or after the record
         date for such distribution and prior to the expiration or redemption of
         the Rights shall be entitled to receive upon such conversion, in
         addition to the shares of Common Stock issuable (and cash, if any,
         payable) upon such conversion (the "CONVERSION SHARES"), a number of
         Rights to be determined as follows: (i) if such conversion occurs on or
         prior to the date for the distribution to the holders of Rights of
         separate certificates evidencing such Rights (the "DISTRIBUTION DATE"),
         the same number of Rights to which a holder of a number of shares of
         Common Stock equal to the number of shares of Conversion Shares would
         be entitled at the time of such conversion in accordance with the terms
         and provisions of and applicable to the Rights; and (ii) if such
         conversion occurs after the Distribution Date, the same number of
         Rights to which a holder of the number of shares of Common Stock into
         which the principal amount of the Security so converted was convertible
         immediately prior to the Distribution Date would have been entitled on
         the Distribution Date in accordance with the terms and provisions of
         and applicable to the Rights. Any distribution of rights or warrants
         pursuant to a stockholders' rights plan complying with the requirements
         set forth in the preceding sentence of this paragraph and with SECTION
         10.14 shall not constitute a distribution of rights or warrants
         pursuant to this SECTION 10.06(C). In no event shall the Conversion
         Rate be decreased pursuant to this SECTION 10.06(C).

                  (d) In case the Company shall, by dividend or otherwise, at
         any time make a distribution of cash (excluding any cash that is
         distributed as part of a distribution requiring a Conversion Rate
         adjustment pursuant to SECTIONS 10.06(E), OR 10.06(F)) to all or
         substantially all holders of Common Stock, the Conversion Rate shall be
         increased by multiplying the Conversion Rate in effect immediately
         prior to the close of business on the record date for the determination
         of holders of Common Stock entitled to such distribution by a fraction
         (A) whose numerator shall be the current market price per share of
         Common Stock (as determined pursuant to SECTION 10.06(H)) on such
         record date and (B) whose denominator shall be an amount equal to (I)
         such current market price per share of Common Stock less (II) the
         amount of the distribution per share of Common Stock; PROVIDED,
         HOWEVER, that the Conversion Rate shall not be adjusted pursuant to
         this SECTION 10.06(D) to the extent, and only to the extent, such
         adjustment would cause the Conversion Price to be less than one cent



                                      -56-
<PAGE>

         ($0.01); PROVIDED FURTHER that, if the denominator of such fraction
         shall be equal to or less than zero, the Conversion Rate shall be
         instead adjusted so that the Conversion Price is equal to one cent
         ($0.01). An adjustment to the Conversion Rate pursuant to this SECTION
         10.06(D) shall become effective immediately prior to the opening of
         business on the day immediately following such record date. In no event
         shall the Conversion Rate be decreased pursuant to this SECTION
         10.06(D).

                  (e) In case the Company or any Subsidiary shall distribute
         cash or other consideration in respect of a tender offer or exchange
         offer made by the Company or any Subsidiary for all or any portion of
         the Common Stock where the sum of the aggregate amount of such cash
         distributed and the aggregate fair market value (as determined in good
         faith by the Board of Directors, whose determination shall be
         conclusive and set forth in a Board Resolution), as of the Expiration
         Date (as defined below), of such other consideration distributed (such
         sum, the "AGGREGATE AMOUNT") expressed as an amount per share of Common
         Stock validly tendered or exchanged, and not withdrawn, pursuant to
         such tender offer or exchange offer as of the Expiration Time (as
         defined below) (such tendered or exchanged shares of Common Stock, the
         "PURCHASED SHARES") exceeds the current market price per share of
         Common Stock (as determined pursuant to SECTION 10.06(H)) on the last
         date (such last date, the "EXPIRATION DATE") on which tenders or
         exchanges could have been made pursuant to such tender offer or
         exchange offer (as the same may be amended through the Expiration
         Date), then the Conversion Rate shall be increased by multiplying the
         Conversion Rate in effect immediately prior to the close of business on
         the Expiration Date by a fraction (A) whose numerator is equal to the
         sum of (I) the Aggregate Amount and (II) the product of (a) the current
         market price per share of Common Stock (as determined pursuant to
         SECTION 10.06(H)) on the Expiration Date and (b) an amount equal to (i)
         the number of shares of Common Stock outstanding as of the last time
         (the "EXPIRATION TIME") at which tenders or exchanges could have been
         made pursuant to such tender offer or exchange offer (including all
         Purchased Shares) less (ii) the Purchased Shares and (B) whose
         denominator is equal to the product of (I) the number of shares of
         Common Stock outstanding as of the Expiration Time (including all
         Purchased Shares) and (II) the current market price per share of Common
         Stock on the Expiration Date.

         An increase, if any, to the Conversion Rate pursuant to this SECTION
         10.06(E) shall become effective immediately prior to the opening of
         business on the Business Day following the Expiration Date. In the
         event that the Company or a Subsidiary is obligated to purchase shares
         of Common Stock pursuant to any such tender offer or exchange offer,
         but the Company or such Subsidiary is permanently prevented by
         applicable law from effecting any such purchases, or all such purchases
         are rescinded, then the Conversion Rate shall again be adjusted to be
         the Conversion Rate which would then be in effect if such tender offer
         or exchange offer had not been made. If the application of this SECTION
         10.06(E) to any tender offer or exchange offer would result in a
         decrease in the Conversion Rate, no adjustment shall be made for such
         tender offer or exchange offer under this SECTION 10.06(E).



                                      -57-
<PAGE>

                  (f) If (i) a person other than the Company or any Subsidiary
         shall distribute cash or other consideration in respect of a tender or
         exchange offer made by such person for all or any portion of the Common
         Stock; (ii) as of the last date (the "THIRD PARTY EXPIRATION DATE") on
         which tenders or exchanges could have been made pursuant to such tender
         offer or exchange offer (as the same may be amended through such date),
         the Board of Directors does not recommend rejection of such tender
         offer or exchange offer; (iii) such person (including such person's
         "affiliates," within the meaning of Rule 144(a)(1) under the Securities
         Act, and including any "syndicate" or "group," within the meaning of
         Section 13(d)(3) of the Exchange Act, that includes such person) would,
         assuming that all shares sought for tender or exchange pursuant to such
         tender or exchange offer are validly tendered or exchanged pursuant to
         such tender or exchange offer, "beneficially own" (within the meaning
         of Rule 13d-3 under the Exchange Act) at least ten percent (10%) of the
         total shares of Common Stock outstanding immediately after the Third
         Party Expiration Time (as defined below); and (iv) the sum of the
         aggregate amount of such cash and the fair market value (as determined
         in good faith by the Board of Directors, whose determination shall be
         conclusive and described in a Board Resolution), as of the Third Party
         Expiration Date, of such other consideration (such sum, the "THIRD
         PARTY AGGREGATE AMOUNT"), expressed as an amount per share of Common
         Stock validly tendered or exchanged, and not withdrawn, pursuant to
         such tender offer or exchange offer as of the last time (the "THIRD
         PARTY EXPIRATION TIME") at which tenders or exchanges could have been
         made pursuant to such tender offer or exchange offer (such tendered or
         exchanged shares of Common Stock, the "THIRD PARTY PURCHASED SHARES"),
         exceeds the current market price per share of Common Stock (as
         determined pursuant to SECTION 10.06(H)) on the Third Party Expiration
         Date, then the Conversion Rate shall be adjusted by multiplying the
         Conversion Rate in effect immediately prior to the close of business on
         the Third Party Expiration Date by a fraction (A) whose numerator is
         equal to the sum of (I) the Third Party Aggregate Amount and (II) the
         product of (a) the current market price per share of Common Stock (as
         determined pursuant to SECTION 10.06(H)) on the Third Party Expiration
         Date and (b) an amount equal to (i) the number of shares of Common
         Stock outstanding as of the Third Party Expiration Time (including all
         Third Party Purchased Shares) less (ii) the Third Party Purchased
         Shares and (B) whose denominator is equal to the product of (I) the
         number of shares of Common Stock outstanding as of the Third Party
         Expiration Time (including all Third Party Purchased Shares) and (II)
         the current market price per share of Common Stock (as determined
         pursuant to SECTION 10.06(H)) on the Third Party Expiration Date.

         An adjustment, if any, to the Conversion Rate pursuant to this SECTION
         10.06(F) shall become effective immediately prior to the opening of
         business on the Business Day following the Third Party Expiration Date.
         In the event that such tender offer or exchange offer is permanently
         prevented by applicable law from being effected, or all purchases
         pursuant to such tender offer or exchange offer are rescinded, then the
         Conversion Rate shall again be adjusted to be the Conversion Rate which
         would then be in effect if such tender offer or exchange offer had not
         been made. If the application of this SECTION 10.06(F) to any tender
         offer or exchange offer would result in a decrease in the Conversion
         Rate, no adjustment shall be made for such tender offer or exchange
         offer under this SECTION 10.06(F).




                                      -58-
<PAGE>

                  (g) In addition to the foregoing adjustments in SUBSECTIONS
         (A), (B), (C), (D), (E) AND (F) above, the Company, from time to time
         and to the extent permitted by law and subject to any continued listing
         requirements applicable to the Common Stock, may increase the
         Conversion Rate by any amount for a period of at least twenty (20) days
         or such longer period as may be required by law or the continued
         listing requirements applicable to the Common Stock, if the Board of
         Directors has made a determination, which determination shall be
         conclusive, that such increase would be in the best interests of the
         Company. Such Conversion Rate increase shall be irrevocable during such
         period. The Company shall give written notice to the Trustee and cause
         notice of such increase to be mailed to each Holder of Securities at
         such Holder's address as the same appears on the registry books of the
         Registrar, at least fifteen (15) days prior to the date on which such
         increase commences.

                  (h) For the purpose of any computation under SUBSECTIONS (A),
         (B), (C) OR (D) above of this SECTION 10.06, the current market price
         per share of Common Stock (the "CURRENT MARKET PRICE") on the date
         fixed for determination of the shareholders entitled to receive the
         issuance or distribution requiring such computation (the "DETERMINATION
         DATE") shall be deemed to be the average of the Closing Sale Price for
         the ten (10) consecutive Trading Days immediately preceding the
         Determination Date, and, for the purpose of any computation under
         SUBSECTIONS 10.06(E) OR 10.06(F) above of this SECTION 10.06, the
         current market price per share of Common Stock on the Expiration Date
         or Third Party Expiration Date, as the case may be, for the tender
         offer or exchange offer requiring such computation shall be deemed to
         be the average of the Closing Sale Price for the ten (10) consecutive
         Trading Days immediately preceding the Expiration Date or Third Party
         Expiration Date, as the case may be; PROVIDED, HOWEVER, that (i) if the
         "ex" date for any event (other than the event requiring such
         computation) that requires an adjustment to the Conversion Rate
         pursuant to SUBSECTION (A), (B), (C), (D), (E) OR (F) above occurs on
         or after the tenth (10th) Trading Day prior to the Determination Date,
         Expiration Date or Third Party Expiration Date, whichever is
         applicable, and prior to the "ex" date for the issuance or distribution
         requiring such computation, the Closing Sale Price for each Trading Day
         prior to the "ex" date for such other event shall be adjusted by
         multiplying such Closing Sale Price by the reciprocal of the fraction
         by which the Conversion Rate is so required to be adjusted as a result
         of such other event, (ii) if the "ex" date for any event (other than
         the event requiring such computation) that requires an adjustment to
         the Conversion Rate pursuant to SUBSECTION (A), (B), (C), (D), (E) OR
         (F) above occurs on or after the "ex" date for the issuance or
         distribution requiring such computation and on or prior to the
         Determination Date or the Expiration Date or Third Party Expiration
         Date, whichever is applicable, the Closing Sale Price for each Trading
         Day on and after the "ex" date for such other event shall be adjusted
         by multiplying such Closing Sale Price by the same fraction by which
         the Conversion Rate is so required to be adjusted as a result of such
         other event, and (iii) if the "ex" date for the event requiring such
         computation is on or prior to the Determination Date or Expiration Date
         or Third Party Expiration Date, whichever is applicable, after taking
         into account any adjustment required pursuant to CLAUSE (I) OR (II) of
         this proviso, the Closing Sale Price for each Trading Day on and after
         such "ex" date shall be adjusted by adding thereto the amount of any
         cash and the fair market value (as determined in good faith by the



                                      -59-
<PAGE>

         Board of Directors in a manner consistent with any determination of
         such value for the purposes of this SECTION 10.06, whose determination
         shall be conclusive and described in a Resolution of the Board of
         Directors) of the evidences of Indebtedness, shares of Capital Stock or
         other securities or assets or cash being distributed (in the event
         requiring such computation) applicable to one share of Common Stock as
         of the close of business on the day before such "ex" date.

         For purposes of this subsection, the term "ex" date, (i) when used with
         respect to any issuance or distribution, means the first date on which
         the Common Stock trades the regular way on the relevant exchange or in
         the relevant market from which the Closing Sale Price was obtained
         without the right to receive such issuance or distribution, (ii) when
         used with respect to any subdivision or combination of shares of Common
         Stock, means the first date on which the Common Stock trades the
         regular way on such exchange or in such market after the time at which
         such subdivision or combination becomes effective, and (iii) when used
         with respect to any tender offer or exchange offer means the first date
         on which the Common Stock trades the regular way on such exchange or in
         such market after the expiration time of such tender offer or exchange
         offer (as it may be amended or extended).

10.07 NO ADJUSTMENT.

         No adjustment in the Conversion Rate shall be required until cumulative
adjustments amount to one percent (1%) or more of the Conversion Price as last
adjusted (or, if never adjusted, the initial Conversion Rate); PROVIDED,
HOWEVER, that any adjustments which by reason of this SECTION 10.07 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article X shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

         If any rights, options or warrants issued by the Company and requiring
an adjustment to the Conversion Rate in accordance with SECTION 10.06 are only
exercisable upon the occurrence of certain triggering events, then the
Conversion Rate will not be adjusted as provided in SECTION 10.06 until the
earliest of such triggering event occurs. Upon the expiration or termination of
any such rights, options or warrants without the exercise of such rights,
options or warrants, the Conversion Rate then in effect shall be adjusted
immediately to the Conversion Rate which would have been in effect at the time
of such expiration or termination had such rights, options or warrants, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

         If any dividend or distribution is declared and the Conversion Rate is
adjusted pursuant to SECTION 10.06 on account of such dividend or distribution,
but such dividend or distribution is thereafter not paid or made, the Conversion
Rate shall again be adjusted to the Conversion Rate which would then be in
effect had such dividend or distribution not been declared.

         No adjustment to the Conversion Rate need be made for a transaction
referred to in this ARTICLE X if Holders are to participate in the transaction
without conversion on a basis and with notice that the Board of Directors
determines in good faith to be fair and appropriate in light of the basis and
notice on which holders of Common Stock participate in the transaction (which



                                      -60-
<PAGE>

determination shall be described in a Board Resolution). A distribution of
separate certificates representing any rights under a stockholders' rights plan
or the exercise of any such rights in accordance with the stockholder rights
plan, will not trigger a conversion rate adjustment.

10.08 OTHER ADJUSTMENTS.

         In the event that, as a result of an adjustment made pursuant to
SECTION 10.07 hereof, the Holder of any Security thereafter surrendered for
conversion shall become entitled to receive any shares of Capital Stock other
than shares of Common Stock, thereafter the Conversion Rate of such other shares
so receivable upon conversion of any Security 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 contained in this ARTICLE X.

10.09 ADJUSTMENTS FOR TAX PURPOSES.

         The Company may make such increases in the Conversion Rate, in addition
to those required by SECTION 10.06 hereof, as it determines to be advisable in
order that any stock dividend, subdivision of shares, distribution or rights to
purchase stock or securities or distribution of securities convertible into or
exchangeable for stock made by the Company or to its shareholders will not be
taxable to the recipients thereof.

10.10 NOTICE OF ADJUSTMENT.

         Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to Holders at the addresses appearing on the Registrar's books a notice of
the adjustment and file with the Trustee an Officers' Certificate briefly
stating the facts requiring the adjustment and the manner of computing it. The
certificate shall be conclusive evidence of the correctness of such adjustment.

10.11 NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

                  (1) the Company takes any action, or becomes aware of any
         event, which would require an adjustment in the Conversion Rate,

                  (2) the Company takes any action that would require a
         supplemental indenture pursuant to SECTION 10.12, or

                  (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders at the addresses appearing on the Registrar's
books and the Trustee a written notice stating the proposed record, effective or
expiration date, as the case may be, of any transaction referred to in CLAUSE
(1), (2) or (3) of this SECTION 10.11. The Company shall mail such notice at
least twenty (20) days before such date; however, failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in CLAUSE (1), (2) or (3) of this SECTION 10.11.



                                      -61-
<PAGE>

10.12 EFFECT OF RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS, BINDING SHARE
      EXCHANGES OR SALES ON CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (i) any reclassification
or change in the Common Stock issuable upon conversion of Securities (other than
a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination), (ii) any
consolidation, merger or binding share exchange to which the Company is a party
other than a merger in which the Company is the continuing Person and which does
not result in any reclassification of, or change (other than a change in name,
or par value, or from par value to no par value, or from no par value to par
value or as a result of a subdivision or combination) in, the Common Stock or
(iii) any sale, transfer, lease, conveyance or other disposition of all or
substantially all of the property or assets of the Company, then the Company or
such successor or purchasing Person, as the case may be, shall, as a condition
precedent to such reclassification, change, consolidation, merger, binding share
exchange, sale, transfer, lease, conveyance or disposition, execute and deliver
to the Trustee a supplemental indenture in form reasonably satisfactory to the
Trustee providing that, at and after the effective time of such
reclassification, change, consolidation, merger, binding share exchange, sale,
transfer, lease, conveyance or disposition, the Holder of each Security then
outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, consolidation, merger, binding
share exchange, sale, transfer, lease, conveyance or disposition by a holder of
the number of shares of Common Stock deliverable upon conversion of such
Security immediately prior to such reclassification, change, consolidation,
merger, binding share exchange, sale, transfer, lease, conveyance or
disposition, assuming that such Holder would not have exercised any rights of
election that such Holder would have had as a holder of Common Stock to select a
particular type of consideration. Such supplemental indenture shall provide for
adjustments of the Conversion Rate which shall be as nearly equivalent as may be
practicable to the adjustments of the Conversion Rate provided for in this
ARTICLE X. The foregoing, however, shall not in any way affect the right a
Holder of a Security may otherwise have, pursuant to SECTION 10.06(C) or SECTION
10.14, to receive Rights upon conversion of a Security. If, in the case of any
such consolidation, merger, binding share exchange, sale, transfer, lease,
conveyance or disposition, the stock or other securities and property (including
cash) receivable thereupon by a holder of Common Stock includes shares of stock
or other securities and property of a Person other than the successor or
purchasing Person, as the case may be, in such consolidation, merger, binding
share exchange, sale, transfer, lease, conveyance or disposition, then such
supplemental indenture shall also be executed by such other Person and shall
contain such additional provisions to protect the interests of the Holders of
the Securities as the Board of Directors in good faith shall reasonably
determine necessary by reason of the foregoing (which determination shall be
described in a Board Resolution). The provision of this SECTION 10.12 shall
similarly apply to successive consolidations, mergers, binding share exchanges,
sales, transfers, leases, conveyances or dispositions.

         In the event the Company shall execute a supplemental indenture
pursuant to this SECTION 10.12, the Company shall promptly file with the Trustee
an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or securities or property (including cash) receivable
by Holders of the Securities upon the conversion of their Securities after any
such reclassification, change, consolidation, merger, binding share exchange,
sale, transfer, lease, conveyance or disposition and any adjustment to be made



                                      -62-
<PAGE>

with respect thereto and that all conditions precedent have been complied with
by the Company.

10.13 TRUSTEE'S DISCLAIMER.

         The Trustee has no duty to determine when an adjustment under this
ARTICLE X should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon, the Officers' Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to SECTION 10.10 hereof. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the failure by the
Company to comply with any provisions of this ARTICLE X.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to SECTION 10.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to SECTION 10.12 hereof.

10.14 RIGHTS DISTRIBUTIONS PURSUANT TO A STOCKHOLDERS' RIGHTS PLAN.

         In the event that the Company implements a stockholders' rights plan
after the date hereof, the Company shall provide that the Holders will receive
upon conversion of their Securities, in addition to shares of Common Stock
issuable (and cash, if any, payable) upon such conversion, the rights described
therein (whether or not the rights have been separated from the Common Stock
prior to the time of conversion).

                               XI. MISCELLANEOUS

11.01 TRUST INDENTURE ACT CONTROLS.

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

11.02 NOTICES.

         Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person, mailed by first-class mail
or by express delivery to the other party's address stated in this SECTION
11.02. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication to a Holder shall be mailed to its address
shown on the register kept by the Registrar. 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.



                                      -63-
<PAGE>

         If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not the addressee receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Security Agent at the same time.

         All notices or communications shall be in writing.

         The Company's address is:

         SFBC International, Inc.
         11190 Biscayne Blvd.
         Miami, Florida 33181
         Attn: Chief Financial Officer

         With a copy to:

         Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
         150 West Flagler Street
         Suite 2200
         Miami, Florida 33130
         Attn: David M. Seifer, Esq.

                  and

         Michael Harris, P.A.
         1555 Palm Beach Lakes Blvd.
         Suite 310
         West Palm Beach, Florida 33401
         Attn: Michael Harris, Esq.

         The Trustee's address is:

         Wachovia Bank, National Association
         200 South Biscayne Boulevard
         14th Floor
         Miami, Florida 33131
         Attn: Corporate Trust Department


                                      -64-
<PAGE>

11.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                  (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.

         Each signer of an Officers' Certificate or an Opinion of Counsel may
(if so stated) rely, effectively, upon an Opinion of Counsel as to legal matters
and an Officers' Certificate or certificates of public officials as to factual
matters if such signer reasonably and in good faith believes in the accuracy of
the document relied upon.

11.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

                  (i) a statement that the person making such certificate or
         opinion 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 certificate or opinion are based;

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

                  (iv) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

11.06 RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar, Paying Agent or Conversion Agent may make reasonable
rules and set reasonable requirements for their respective functions.




                                      -65-
<PAGE>

11.07 LEGAL HOLIDAYS.

         A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the City of New York, in the State
of New York or in the city in which the Trustee administers its corporate trust
business. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on that payment for the intervening
period.

         A "BUSINESS DAY" is a day other than a Legal Holiday.

11.08 DUPLICATE 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. Delivery of an executed counterpart by facsimile shall be effective
as delivery of a manually executed counterpart thereof.

11.09 GOVERNING LAW.

         The laws of the State of New York, without regard to principles of
conflicts of law, shall govern this Indenture and the Securities.

11.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

11.11 SUCCESSORS.

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

11.12 SEPARABILITY.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and a Holder shall have no claim therefor against any party hereto.

11.13 TABLE OF CONTENTS, HEADINGS, ETC.

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




                                      -66-
<PAGE>

11.14 CALCULATIONS IN RESPECT OF THE SECURITIES.

         The Company and its agents shall make all calculations under this
Indenture and the Securities in good faith. In the absence of manifest error,
such calculations shall be final and binding on all Holders. The Company shall
provide a copy of such calculations to the Trustee as required hereunder, and,
absent such manifest error, the Trustee shall be entitled to rely on the
accuracy of any such calculation without independent verification.

  [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]





                                      -67-
<PAGE>



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

                                     SFBC INTERNATIONAL, Inc.


                                     By: /s/ Arnold Hantman
                                         --------------------------------------
                                         Name:  Arnold Hantman
                                         Title: Chief Executive Officer



                                     WACHOVIA BANK, National Association,
                                     as Trustee


                                     By: /s/ Michael C. Daly
                                         --------------------------------------
                                         Name:  Michael C. Daly
                                         Title: Assistant Vice President



                                      -68-
<PAGE>


                                                                       EXHIBIT A

                               [Face of Security]

                            SFBC INTERNATIONAL, INC.

Certificate No. _______

    [INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND AS REQUIRED]


                     2.25% Convertible Senior Note due 2024

                             CUSIP No. ____________

         SFBC International, Inc., a Delaware corporation (the "COMPANY"), for
value received, hereby promises to pay to Cede & Co., or its registered assigns,
the principal sum of _____________________ dollars ($__________) on August 15,
2024 and to pay interest thereon, as provided on the reverse hereof, until the
principal and any unpaid and accrued interest are paid or duly provided for.

         Interest Payment Dates: February 15 and August 15, with the first
payment to be made on February 15, 2005.

         Record Dates: February 1 and August 1.

         The provisions on the back of this certificate are incorporated as if
set forth on the face hereof.

         IN WITNESS WHEREOF, SFBC INTERNATIONAL, INC. has caused this instrument
to be duly signed.

                                                     SFBC INTERNATIONAL, INC.



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


Dated: ________________



                                      A-1
<PAGE>


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee


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

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




                                      A-2
<PAGE>


                              [REVERSE OF SECURITY]

                            SFBC INTERNATIONAL, INC.

                     2.25% CONVERTIBLE SENIOR NOTE DUE 2024

         1. INTEREST. SFBC International, Inc., a Delaware corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Security at
the rate PER ANNUM shown above. The Company will pay interest semi-annually on
February 15 and August 15 of each year, with the first payment to be made on
February 15, 2005. Interest on the Securities will accrue on the principal
amount from, and including, the most recent date to which interest has been paid
or provided for or, if no interest has been paid, from, and including, August
11, 2004, in each case to, but excluding, the next interest payment date or
Maturity Date, as the case may be. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. MATURITY. The Securities will mature on August 15, 2024.

         3. METHOD OF PAYMENT. Except as provided in the Indenture (as defined
below), the Company will pay interest on the Securities to the persons who are
Holders of record of Securities at the close of business on the record date set
forth on the face of this Security next preceding the applicable interest
payment date. Holders must surrender Securities to a Paying Agent to collect the
principal amount, Redemption Price, Option Purchase Price or Fundamental Change
Repurchase Price of the Securities, plus, if applicable, accrued and unpaid
interest, if any, payable as herein provided upon Optional Redemption,
Repurchase at Holder's Option or Repurchase Upon a Fundamental Change, as the
case may be. The Company will pay, in money of the United States that at the
time of payment is legal tender for payment of public and private debts, all
amounts due in cash with respect to the Securities, which amounts shall be paid
(A) in the case this Security is in global form, by wire transfer of immediately
available funds to the account specified by the Holder hereof and (B) in the
case this Security is held in other than global form, by wire transfer of
immediately available funds to the account specified by the Holder hereof or, if
no such account is specified, by mailing a check to such Holder's address shown
in the register of the Registrar.

         4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, Wachovia Bank,
National Association (the "Trustee") will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without notice.

         5. INDENTURE. The Company issued the Securities under an Indenture
dated as of August 11, 2004 (the "INDENTURE") between the Company and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code ss.ss. 77aaa-77bbbb) (the "TIA") as in effect on the date of the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. The
Securities are general unsecured senior obligations of the Company limited to
$125,000,000 aggregate principal amount ($143,750,000 if the Initial Purchaser
has elected to exercise in full the Option to purchase up to an additional
$18,750,000 aggregate principal amount of the Securities), except as otherwise


                                      A-3
<PAGE>

provided in the Indenture (except for Securities issued in substitution for
destroyed, mutilated, lost or stolen Securities). Terms used herein without
definition and which are defined in the Indenture have the meanings assigned to
them in the Indenture.

         6. OPTIONAL REDEMPTION.

                  The Company shall have the right, at the Company's option, at
any time, and from time to time, on a Redemption Date on or after August 15,
2009, to redeem all or any part of the Securities at a price payable in cash
equal to one hundred percent (100%) of the principal amount of the Securities to
be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
Redemption Date (an "OPTIONAL REDEMPTION").

                  Upon surrender to the Paying Agent of a Security subject to
Optional Redemption, such Security shall be paid, to the Holder surrendering
such Security, at the Aggregate Redemption Payment Amount. If the Redemption
Date is an interest payment date, the Company shall pay, on such Redemption
Date, the accrued and unpaid interest, if any, to, but excluding, the Redemption
Date to the Holder of record of such Security at the close of business on the
record date for such interest payment, and, such accrued and unpaid interest
shall not be paid to the Holder submitting such Security for Optional Redemption
(unless such Holder was the Holder of record of such Security at the close of
business on the record date for such interest payment).

         If the Paying Agent (other than the Company) holds on the Redemption
Date money sufficient to pay the Aggregate Redemption Payment Amount with
respect to all Securities to be redeemed, then (unless there shall be a Default
in the payment of the Aggregate Redemption Payment Amount) on and after the
Redemption Date such Securities shall be deemed to be no longer outstanding,
interest on such Securities shall cease to accrue, and such Securities shall be
deemed paid whether or not such Securities are delivered to the Paying Agent.
Thereafter, all rights of the Holders of such Securities shall terminate with
respect to such Security, other than the right to receive the Aggregate
Redemption Payment Amount.

         7. NOTICE OF REDEMPTION. Notice of Optional Redemption will be mailed
at least thirty (30) days but not more than sixty (60) days before the
Redemption Date to each Holder of Securities to be redeemed at its address
appearing in the security register. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in integral multiples
of $1,000 principal amount.

         8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of the Holder, the Securities held by such Holder on
each of August 15, 2009, August 15, 2014 and August 15, 2019 (each, an "OPTION
PURCHASE DATE") at an Option Purchase Price, payable in cash, equal to one
hundred percent (100%) of the principal amount of the Securities to be
purchased, plus accrued and unpaid interest, if any, to, but excluding,
applicable Option Purchase Date, upon delivery of a Purchase Notice containing
the information set forth in the Indenture, at any time from the opening of
business on the date that is twenty (20) Business Days prior to the applicable
Option Purchase Date until the close of business on the Business Day immediately
preceding the applicable Option Purchase Date and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture.



                                      A-4
<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.

         If the Paying Agent (other than the Company) holds on the applicable
Option Purchase Date money sufficient to pay the aggregate Option Purchase
Price, and accrued and unpaid interest, if any, to, but excluding, such Option
Purchase Date, payable in respect of Securities on such Option Purchase Date,
then (unless there shall be a Default in the payment of such aggregate Option
Purchase Price or a Default in the payment of accrued and unpaid interest, if
any, to, but excluding, such Option Repurchase Date) on and after such Option
Purchase Date such Securities shall be deemed to be no longer outstanding and
interest on them shall cease to accrue, and such Securities shall be deemed paid
whether or not such Securities are delivered to the Paying Agent. Thereafter,
all other rights of the Holders of such Securities shall terminate with respect
to such Securities, other than the right to receive the Option Purchase Price
plus such accrued and unpaid interest.

         9. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. Subject to
the terms and conditions of the Indenture, in the event of a Fundamental Change,
each Holder of the Securities shall have the right, at the Holder's option, to
require the Company to repurchase such Holder's Securities including any portion
thereof which is $1,000 in principal amount or any integral multiple thereof on
a date selected by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which
date is no later than thirty (30) Trading Days and no earlier than twenty (20)
Trading Days after the date on which notice of such Fundamental Change is mailed
in accordance with the Indenture but in no event prior to the Fundamental
Change, at a price payable in cash equal to one hundred percent (100%) of the
principal amount of such Security, plus accrued and unpaid interest, if any, to,
but excluding, the Fundamental Change Repurchase Date. In addition, in the event
of certain Fundamental Changes that occur prior to August 15, 2009, the Company
will pay the Make-Whole Premium described below.

         Within thirty (30) days after the occurrence of the Fundamental Change,
the Company must mail, or cause to be mailed, notice of the occurrence of such
Fundamental Change to each Holder of record. Such notice shall include, among
other things, a description of the procedure which a Holder must follow to
exercise the Fundamental Change Repurchase Right. To exercise the Fundamental
Change Repurchase Right, a Holder of Securities must, in accordance with the
provisions of the Indenture, (i) deliver, no later than the close of business on
the third Business Day immediately preceding the Fundamental Change Repurchase
Date, a Fundamental Change Repurchase Notice to the Company (if it is acting as
its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time
after the delivery of such Fundamental Change Repurchase Notice, the Securities
with respect to which the Holder is exercising its Fundamental Change Repurchase
Right (together with all necessary endorsements).

         A "FUNDAMENTAL CHANGE" shall be deemed to have occurred upon the
occurrence of either a "Change in Control" or a "Termination of Trading."

         A "CHANGE IN CONTROL" shall be deemed to have occurred at such time as:

                  (i) any "person" or "group" (as such terms are used for
         purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes
         the "beneficial owner" (as such term is used in Rule 13d-3 under the


                                      A-5
<PAGE>

         Exchange Act), directly or indirectly, of fifty percent (50%) or more
         of the Voting Stock; or

                  (ii) at any time the following persons cease for any reason to
         constitute a majority of the Company's Board of Directors:

                           (1) individuals who on the Issue Date constituted the
                  Company's Board of Directors; and

                           (2) any new directors whose election to the Company's
                  Board of Directors or whose nomination for election by the
                  Company's shareholders was approved by at least a majority of
                  the directors of the Company then still in office who were
                  either directors of the Company on the Issue Date or whose
                  election or nomination for election was previously so
                  approved; or

                  (iii) the Company consolidates with, or merges with or into,
         another person or any person consolidates with, or merges with or into,
         the Company, in any such event other than pursuant to a transaction
         where the persons that "beneficially owned," directly or indirectly,
         the shares of the Company's Voting Stock immediately prior to such
         transaction, "beneficially own," directly or indirectly, immediately
         after such transaction, shares of the continuing or surviving
         corporation's Voting Stock representing at least a majority of the
         total voting power of all outstanding classes of the Voting Stock of
         the continuing or surviving corporation and such persons "beneficially
         own" such shares in substantially the same proportion as such ownership
         immediately prior to the transaction; or

                  (iv) the sale, transfer, lease, conveyance or other
         disposition of all or substantially all of the assets or properties of
         the Company to any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act), including any group
         acting for the purpose of acquiring, holding, voting or disposing of
         securities within the meaning of Rule 13d-5(b)(1) under the Exchange
         Act; or

                  (v) the Company is liquidated or dissolved or the holders of
         the Company's Capital Stock approve any plan or proposal for the
         liquidation or dissolution of the Company;

         PROVIDED, HOWEVER, that a Change in Control will not be deemed to have
         occurred if, in the case of a merger or consolidation, 95% or more of
         the total consideration (other than cash payments for fractional shares
         or pursuant to statutory appraisal rights) in the merger or
         consolidation constituting the Change in Control consists of common
         stock and any associated rights traded on a U.S. national securities
         exchange or quoted on The Nasdaq National Market (or which will be so
         traded or quoted when issued or exchanged in connection with such
         Change in Control), and, as a result of such transaction or
         transactions, the Securities become convertible solely into such common
         stock and associated rights.



                                      A-6
<PAGE>

         A "TERMINATION OF TRADING" shall be deemed to occur if the Common Stock
of the Company (or other common stock into which the Securities are then
convertible) is neither listed for trading on a U.S. national securities
exchange nor approved for trading on an established automated over-the-counter
trading market in the United States.

         If a Fundamental Change (except for any Fundamental Change relating
solely to (ii) in the definition of "Change in Control" contained in the
Indenture) occurs prior to August 15, 2009, the Company will pay, in addition to
the Fundamental Change Repurchase Price described above, a Make-Whole Premium
(as defined below) to a Holder of Securities who elects to require the Company
to repurchase such Securities in connection with such a Fundamental Change. In
addition, if the Holder surrenders the Securities for conversion pursuant to
SECTION 10.05(B) of the Indenture in connection with such a Fundamental Change,
in lieu of requiring the Company to repurchase such Securities as described
above, the Holder will receive (i) cash and, if applicable, Common Stock
(pursuant to SECTION 10.05 of the Indenture) in respect of such conversion
obligation, plus (ii) the applicable Make-Whole Premium as described below. The
Make-Whole Premium payable to a Holder who elects to require the repurchase of
such Securities or converts the Securities in connection with a Fundamental
Change as provided in this paragraph may be paid, at the Company's option, in
cash, Common Stock, or a combination thereof. If the Company elects to pay the
Make-Whole Premium in whole or in part in Common Stock, the number of shares of
Common Stock to be delivered by the Company will be equal to the portion of the
Make-Whole Premium to be paid in Common Stock divided by 97% of the Current
Market Price (as defined below) of the Common Stock. The Current Market Price
will be determined prior to the Fundamental Change Repurchase Date as described
below. If the Company elects to pay the Make-Whole Premium in whole or in part
in shares of Common Stock, the Company will pay cash in lieu of fractional
shares in an amount based upon the Current Market Price of Common Stock.

         "CURRENT MARKET PRICE" means, with respect to any Fundamental Change
Repurchase Date, the average of the Closing Sale Prices of Common Stock for the
twenty (20) consecutive Trading Days ending on the third Trading Day prior to
the Fundamental Change Repurchase Date, appropriately adjusted to take into
account the occurrence, during the period commencing on the first Trading Day of
such twenty (20) Trading Day period and ending on the Fundamental Change
Repurchase Date of any event requiring an adjustment of the Conversion Rate
pursuant to SECTION 10.05 of the Indenture; provided that in no event shall the
Current Market Price be less than $0.01.

         The make-whole premium (the "MAKE-WHOLE PREMIUM") will be equal to an
amount that is derived by multiplying each $1,000 principal amount of Securities
by a specified percentage. The Make-Whole Premium will be determined by
reference to the table in SECTION 3.09 of the Indenture and is based on the date
on which the Fundamental Change becomes effective (the "EFFECTIVE DATE") and the
price (the "STOCK PRICE") paid per share of Common Stock in the transaction
constituting the Fundamental Change. If Holders of Common Stock receive only
cash in the Fundamental Change, the Stock Price shall be the cash amount paid
per share. Otherwise, the Stock Price shall be the average of the Closing Sale
Prices of Common Stock on the five (5) trading days up to but not including the
Effective Date of the Fundamental Change.





                                      A-7
<PAGE>

         The Stock Prices set forth in the first column of the table in SECTION
3.09 of the Indenture will be adjusted as of any date on which the Conversion
Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices
applicable immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the Conversion Rate immediately prior to the adjustment
giving rise to the Stock Price adjustment and the denominator of which is the
Conversion Rate as so adjusted.

         The exact Stock Price and repurchase dates may not be as set forth in
the table in SECTION 3.09 of the Indenture, in which case

                  (i) if the Stock Price is between two Stock Price amounts in
         the table or the Fundamental Change Repurchase Date is between two
         dates on the table, the Make-Whole Premium will be determined by
         straight-line interpolation between the Make-Whole Premium amounts set
         forth for the higher and lower Stock Price amounts and the two dates,
         as applicable, based on a three hundred sixty-five (365) day year.

                  (ii) if the Stock Price is equal to or in excess of $120.00
         per share (subject to adjustment), no Make-Whole Premium will be paid.

                  (iii) if the Stock Price is less than or equal to $30.43 per
         share (subject to adjustment), no Make-Whole Premium will be paid.

         The right of the Company to pay the Make-Whole Premium for the
Securities, in whole or in part, in Common Stock is subject to various
conditions, set forth in Section 3.09(L) of the Indenture.

          If the required conditions are not satisfied with respect to a Holder
prior to the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date, the Company will pay the Make-Whole Premium,
if any, for such Holder's Securities entirely in cash. Except as described in
the previous sentence, the Company may not change its election with respect to
the form in which it will pay the Make-Whole Premium, if any, once it has
delivered the Fundamental Change Notice.

          From and after the date of the occurrence of an Accounting Event (as
defined below), the Company will have the option, in its sole discretion, to
elect, by providing notice to the trustee and the Holders, to pay any Make-Whole
Premium payable in the future solely in cash. An "ACCOUNTING EVENT" means that
the Emerging Issues Task Force of the Financial Accounting Standards Board or
its successor has issued, an amendment to, change in or clarification of rules,
as a result of which the Company is required, under then current GAAP as defined
in the Indenture, to include the number of shares which may be issuable as a
Make-Whole Premium in determining the number of the Company's shares outstanding
for purposes of calculating diluted earnings per share.

        10. CONVERSION.

         Subject to earlier Optional Redemption, Repurchase at Holder's Option
or Repurchase Upon a Fundamental Change, Holders may surrender Securities in
integral multiples of $1,000 principal amount for conversion into cash and, if


                                      A-8
<PAGE>

applicable, shares of Common Stock in accordance with SECTION 10.05 of the
Indenture.

         If a Fundamental Change (except any Fundamental Change relating to
clause (ii) in the definition of "Change in Control" contained in the Indenture)
occurs prior to August 15, 2009 and the Securities are surrendered for
conversion at any time from and after the date which is fifteen (15) days prior
to the date announced by the Company as the anticipated effective date of such
transaction or event (which anticipated effective date the Company shall
disclose, in good faith, by public announcement and publication on the Company's
website) until the date that is fifteen (15) days after the actual effective
date of such transaction or event, holders surrendering their Securities for
conversion in connection with such Fundamental Changes will, in addition to the
cash and, if applicable Common Stock specified in SECTION 10.05 of the
Indenture, also be entitled to receive upon conversion, a Make-Whole Premium
determined in accordance with Section 3.09(L) of the Indenture.

         The initial Conversion Rate is 24.3424 shares of Common Stock per
$1,000 principal amount of Securities (which results in an effective initial
Conversion Price of approximately $41.08 per share) subject to adjustment in the
event of certain circumstances as specified in the Indenture. The Company will
pay cash in lieu of any fractional share. On conversion, no payment or
adjustment for any unpaid and accrued interest on, or additional interest with
respect to, the Securities will be made, except as specified in the Indenture.
If a Holder surrenders a Security for conversion after the close of business on
the record date for the payment of an installment of interest and prior to the
related interest payment date, such Security, when surrendered for conversion,
must be accompanied by payment of an amount equal to the interest thereon which
the registered Holder at the close of business on such record date is to
receive, unless such Security has been called for Optional Redemption as
described in the Indenture.

         To convert a Security, a Holder must (1) complete and sign the
Conversion Notice, with appropriate signature guarantee, on the back of the
Security, (2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Registrar or
Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay as
provided in the last sentence of the immediately preceding paragraph and (5) pay
any transfer or similar tax if required pursuant to the Indenture. A Holder may
convert a portion of a Security if the portion is $1,000 principal amount or an
integral multiple of $1,000 principal amount.

         Any shares of Common Stock issued upon conversion of a Security shall
bear the Private Placement Legend until after the second anniversary of the
later of the Issue Date and the last date on which the Company or any Affiliate
was the owner of such shares or the Security (or any predecessor security) from
which such shares were converted (or such shorter period of time as permitted by
Rule 144(k) under the Securities Act or any successor provision thereunder) (or
such longer period of time as may be required under the Securities Act or
applicable state securities laws, as set forth in an Opinion of Counsel, unless
otherwise agreed by the Company and the Holder thereof).

         11. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form, without coupons, in denominations of $1,000 principal amount and integral
multiples of $1,000 principal amount. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate


                                      A-9
<PAGE>

endorsements and transfer documents. No service charge shall be made for any
such registration of transfer or exchange, but the Company or the Registrar may
require payment of a sum sufficient to cover any tax or similar governmental
charge that may be imposed in connection with certain transfers or exchanges.
The Company or the Trustee, as the case may be, shall not be required to
register the transfer of or exchange any Security (i) during a period beginning
at the opening of business fifteen (15) days before the mailing of a notice of
Optional Redemption of the Securities selected for Optional Redemption under
SECTION 3.04 of the Indenture and ending at the close of business on the day of
such mailing or (ii) for a period of fifteen (15) days before selecting,
pursuant to SECTION 3.03 of the Indenture, Securities to be redeemed or (iii)
that has been selected for Optional Redemption or for which a Purchase Notice
has been delivered, and not withdrawn, in accordance with the Indenture, except
the unredeemed or unrepurchased portion of Securities being redeemed or
repurchased in part.

         12. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

         13. MERGER OR CONSOLIDATION. The Company shall not consolidate with, or
merge with or into, or sell, transfer, lease, convey or otherwise dispose of all
or substantially all of the property or assets of the Company to, another
person, whether in a single transaction or series of related transactions,
unless (i) such other person is a corporation organized under the laws of the
United States, any State thereof or the District of Columbia; (ii) the surviving
person, if other than the Company, assumes by supplemental indenture all the
obligations of the Company under the Securities and the Indenture; and (iii)
immediately after giving effect to the transaction, no Default or Event of
Default shall exist.

         14. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, and certain existing Defaults or Events of Default may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. In accordance with the terms of the
Indenture, the Company, with the consent of the Trustee, may amend or supplement
this Indenture or the Securities without notice to or the consent of any
Securityholder: (i) to comply with SECTIONS 5.01 and 10.12 of the Indenture;
(ii) to make any changes or modifications to the Indenture necessary in
connection with the registration of the Securities under the Securities Act
pursuant to the Registration Rights Agreement or the qualification of the
Indenture under the TIA; (iii) to secure the obligations of the Company in
respect of the Securities; (iv) to add to the covenants of the Company described
in the Indenture for the benefit of Securityholders or to surrender any right or
power conferred upon the Company; and (v) to make provisions with respect to
adjustments to the Conversion Rate as required by the Indenture or to increase
the Conversion Rate in accordance with the Indenture. In addition, the Company
and the Trustee may enter into a supplemental indenture without the consent of
Holders of the Securities to cure any ambiguity, defect, omission or
inconsistency in the Indenture in a manner that does not materially adversely
affect the rights of any Holder.

         15. DEFAULTS AND REMEDIES. Subject to the provisions of the Indenture,
an "EVENT OF DEFAULT" occurs if (i) the Company fails to pay the principal of,


                                      A-10
<PAGE>

or premium, if any on, any Security when the same becomes due and payable,
whether at maturity, upon Optional Redemption, on an Option Purchase Date with
respect to a Repurchase at Holder's Option, on a Fundamental Change Repurchase
Date with respect to a Repurchase Upon a Fundamental Change or otherwise; (ii)
the Company fails to pay an installment of interest or additional interest, on
any Security when due, if such failure continues for thirty (30) days after the
date when due; (iii) the Company fails to satisfy its conversion obligations
upon exercise of a Holder's conversion rights pursuant to the Indenture; (iv)
the Company fails to timely provide a Fundamental Change Notice, or an Option
Purchase Notice, as required by the provisions of the Indenture; (v) the Company
fails to comply with any other term, covenant or agreement set forth in the
Securities or the Indenture and such failure continues for the period, and after
the notice, specified in the Indenture; (vi) the Company or any of its
Subsidiaries defaults in the payment when due, after the expiration of any
applicable grace period, of principal of, or premium, if any, or interest on,
Indebtedness for money borrowed, in the aggregate principal amount then
outstanding of five million dollars ($5,000,000) or more, or the acceleration of
Indebtedness of the Company or any of its Subsidiaries for money borrowed in
such aggregate principal amount or more so that it becomes due and payable prior
to the date on which it would otherwise become due and payable and such default
is not cured or waived, or such acceleration is not rescinded, within thirty
(30) days after notice to the Company by the Trustee or to the Company and the
Trustee by Holders of at least twenty five percent (25%) in the aggregate
principal amount of the Securities then outstanding, each in accordance with the
Indenture; (vii) the Company or any of its Subsidiaries fails to pay final
judgments, the uninsured portion of which aggregates in excess of five million
dollars ($5,000,000), and such judgments are not paid, discharged or stayed
within thirty (30) days; and (viii) certain events of bankruptcy or insolvency
involving the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that in the aggregate would constitute a Significant Subsidiary of
the Company.

                  If an Event of Default (excluding an Event of Default
specified in SECTION 6.01(VIII) or (IX) of the Indenture with respect to the
Company (but including an Event of Default specified in SECTION 6.01(VIII) OR
(IX) of the Indenture solely with respect to a Significant Subsidiary of the
Company or any group of Subsidiaries that in the aggregate would constitute a
Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least twenty five percent (25%) in
principal amount of the Securities then outstanding by notice to the Company and
the Trustee may declare the Securities, including any accrued and unpaid
interest and, if applicable, any Make-Whole Premium, to be due and payable. Upon
such declaration, the principal of, and any accrued and unpaid interest on, all
Securities shall be due and payable immediately. If an Event of Default
specified in SECTION 6.01(VIII) or (IX) of the Indenture with respect to the
Company (excluding, for purposes of this sentence, an Event of Default specified
in SECTION 6.01(VIII) or (IX) of the Indenture solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company) occurs, the
principal of, and accrued and unpaid interest on, all the Securities shall IPSO
FACTO become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of a majority in
aggregate principal amount of the Securities then outstanding by written notice
to the Trustee may rescind or annul an acceleration and its consequences if the
rescission would not conflict with any order or decree and if all existing


                                      A-11
<PAGE>

Events of Default, except the nonpayment of principal or interest that has
become due solely because of the acceleration, have been cured or waived and if
all amounts due to the Trustee under SECTION 7.07 if the Indenture have been
paid.

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

                  If a Default or Event of Default occurs and is continuing as
to which the Trustee has received notice pursuant to the provisions of the
Indenture, the Trustee shall mail to each Holder a notice of the Default or
Event of Default within thirty (30) days after it occurs unless such Default or
Event of Default has been cured or waived. Except in the case of a Default or
Event of Default in payment of any amounts due with respect to any Security, the
Trustee may withhold the notice if, and so long as it in good faith determines
that, withholding the notice is in the best interests of Holders. The Company
must deliver to the Trustee an annual compliance certificate.

         16. REGISTRATION RIGHTS. The Holders are entitled to registration
rights as set forth in the Registration Rights Agreement. The Holders shall be
entitled to receive additional interest in certain circumstances, all as set
forth in the Registration Rights Agreement.

         17. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee under the Indenture,
or any banking institution serving as successor Trustee thereunder, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for, the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

         18. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee or shareholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

         19. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent
in accordance with the Indenture.

         20. 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 entirety), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

         THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                            SFBC International, Inc.
                              11190 Biscayne Blvd.
                              Miami, Florida 33181



                                      A-12
<PAGE>


                              [FORM OF ASSIGNMENT]

I or we assign to


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


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

-------------------------------------------------------------------------------
(please print or type name and address)


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

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

the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints

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


Attorney to transfer the Security on the books of the Company with full power
of substitution in the premises.
Dated:
      ----------------------------      ---------------------------------------

                                        NOTICE: The signature on this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Security in every particular without
                                        alteration or enlargement or any change
                                        whatsoever and be guaranteed by a
                                        guarantor institution participating in
                                        the Securities Transfer Agents Medallion
                                        Program or in such other guarantee
                                        program acceptable to the Trustee.

Signature Guarantee:
                     ----------------------------------------------------------


                                      A-13
<PAGE>


In connection with any transfer of this Security occurring prior to the date
which is the earlier of (i) the date of the declaration by the Commission of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, covering resales of this Security (which effectiveness shall not have
been suspended or terminated at the date of the transfer) and (ii) the Resale
Restriction Termination Date, the undersigned confirms that it is making, and it
has not utilized any general solicitation or general advertising in connection
with, the transfer:

                                   [Check One]

(1)    ____       to the Company or any Subsidiary thereof, or

(2)    ____       pursuant to, and in compliance with, the exemption from
                  registration provided by Rule 144A under the Securities Act of
                  1933, as amended, or

(3)    ____       pursuant to, and in compliance with, the exemption from
                  registration provided by Rule 144 under the Securities Act of
                  1933, as amended, or

(4)    ____       pursuant to, and in compliance with, an exemption from
                  registration under the Securities Act of 1933, as amended,
                  other than Rule 144A or Rule 144, or

(5)    ____       pursuant to an effective registration statement under the
                  Securities Act of 1933, as amended,

and, unless the box below is checked, the undersigned confirms that this
Security is not being transferred to an "affiliate" of the Company (an
"AFFILIATE") as defined in Rule 144 under the Securities Act of 1933, as
amended:

         [ ] The transferee is an Affiliate of the Company. (If the Security is
transferred to an Affiliate, the restrictive legend must remain on the Security
for at least two (2) years following the date of the transfer.)

Unless one of the items (1) through (5) is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3) or (4) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications and other information as the Trustee or
the Company have reasonably requested 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 of 1933, as amended. If item (2)
is checked, the purchaser must complete the certification below.

If none of the foregoing items are checked, the Trustee or Registrar shall not
be obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in the Indenture shall have been satisfied.

Dated:              Signed:
       ------------        ----------------------------------------------------
                           (Sign exactly as name appears on the other side of
                           this Security)

Signature Guarantee:
                    -----------------------------------------------------------




                                      A-14
<PAGE>

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A and acknowledges that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
       ---------------      ---------------------------------------------------
                            NOTICE: To be executed by an executive officer






                                      A-15
<PAGE>


                                CONVERSION NOTICE

To convert this Security pursuant to SECTION 10.05 of the Indenture, check the
box: [ ]

To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):


                               $__________________

If you want the certificates representing any shares of Common Stock issuable
upon conversion made out in another person's name, fill in the form below:


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

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

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

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

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

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

Date:                  Signature(s):
     --------------                 -------------------------------------------

                                    -------------------------------------------
                                     (Sign exactly as your name(s) appear(s) on
                                     the other side of this Security)


Signature(s) guaranteed by:
                                    -------------------------------------------
                                     (All signatures must be guaranteed by a
                                     guarantor institution participating in the
                                     Securities Transfer Agents Medallion
                                     Program or in such other guarantee program
                                     acceptable to the Trustee.)



                                      A-16
<PAGE>

                                 PURCHASE NOTICE


Certificate No. of Security:  ___________

         If you want to elect to have this Security purchased by the Company
pursuant to SECTION 3.08 of the Indenture, check the box: [ ]

         If you want to elect to have this Security purchased by the Company
pursuant to SECTION 3.09 of the Indenture, check the box: [ ]

         If you want to elect to have only part of this Security purchased by
the Company pursuant to SECTIONS 3.08 OR 3.09 of the Indenture, as applicable,
state the principal amount to be so purchased by the Company:

                      $
                        ----------------------------------
                       (in an integral multiple of $1,000)

Date:                               Signature(s):
     ------------------                          ------------------------------


                                    -------------------------------------------
                                    (Sign exactly as your name(s) appear(s) on
                                    the other side of this Security)

Signature(s) guaranteed by:

                                    -------------------------------------------
                                    (All signatures must be guaranteed by a
                                    guarantor institution participating in the
                                    Securities Transfer Agents Medallion Program
                                    or in such other guarantee program
                                    acceptable to the Trustee.)



                                      A-17
<PAGE>

                                   SCHEDULE A

           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY(1)

         The following exchanges of a part of this Global Security for an
interest in another Global Security or for Securities in certificated form, have
been made:

<TABLE>
<CAPTION>

                                                                          Principal amount of
                           Amount of decrease                                 this Global           Signature or
                           in Principal amount   Amount of Increase in    Security following    authorized signatory
                             of this Global       Principal amount of        such decrease       of Trustee or Note
    Date of Exchange            Security          this Global Security        or increase             Custodian
    ----------------     ----------------------   ----------------------  -------------------   --------------------
<S>                      <C>                      <C>                       <C>                  <C>


</TABLE>


----------
(1) This is included in Global Securities only.


                                      A-18
<PAGE>

                                                                     EXHIBIT B-1


                        FORM OF PRIVATE PLACEMENT LEGEND


THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT, AND

(2) AGREES THAT IT WILL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY HEDGING
TRANSACTIONS INVOLVING THIS SECURITY OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY UNLESS IN COMPLIANCE WITH THE SECURITIES ACT, AND

(3) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE
OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO
THE DATE THAT IS THE LATER OF (X) TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY
BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY

         (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

         (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE
         UNDER THE SECURITIES ACT,

         (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
         UNDER THE SECURITIES ACT, OR

         (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
         UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (3)(C) ABOVE, A
DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM
THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (3)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.



                                     B-1-1
<PAGE>


                                                                     EXHIBIT B-2

                       FORM OF LEGEND FOR GLOBAL SECURITY


         Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS
         SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
         PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
         BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE.

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
         TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
         SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
         OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
         INDENTURE

                                      B-2-1

<PAGE>




                                                                     EXHIBIT B-3

             FORM OF LEGEND REGARDING REGISTRATION RIGHTS AGREEMENT

THIS SECURITY SHALL BE ENTITLED TO THE BENEFITS OF THAT CERTAIN REGISTRATION
RIGHTS AGREEMENT, DATED AUGUST 11, 2004, BETWEEN SFBC INTERNATIONAL, INC. AND
UBS SECURITIES LLC.




                                      B-3-1

<PAGE>



                                                                       EXHIBIT C

         FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


SFBC International, Inc.
11190 Biscayne Blvd.
Miami, Florida 33181
Attention: [___]

Wachovia Bank, National Association
200 South Biscayne Boulevard
14th Floor
Miami, Florida 33131
Attention: Corporate Trust Department


         Re:   SFBC International, Inc. (the "COMPANY") 2.25% Convertible Senior
               Notes due 2024 (the "SECURITIES")

Ladies and Gentlemen:


         Please be advised that _____________ has transferred $___________
aggregate principal amount of the Securities and ________ shares of the Common
Stock, $0.001 par value per share, of the Company issued on conversion of the
Securities ("STOCK") pursuant to an effective Shelf Registration Statement on
Form S-3 (File No. 333-________).

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933 as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Securities or Stock is named as a "Selling Security Holder" in the Prospectus
dated _________, or in amendments or supplements thereto, and that the aggregate
principal amount of the Securities and the number of shares of Stock transferred
are [a portion of] the Securities and Stock listed in such Prospectus, as
amended or supplemented, opposite such owner's name.


                                                     Very truly yours,



                                                     -------------------------
                                                             (Name)

                                       C-1


<PAGE>




                                                                       EXHIBIT D


    FORM OF OPINION OF COUNSEL IN CONNECTION WITH REGISTRATION OF SECURITIES


Wachovia Bank, National Association
200 South Biscayne Boulevard
14th Floor
Miami, Florida 33131
Attention: Corporate Trust Department

         Re:   SFBC International, Inc. (the "COMPANY") 2.25% Convertible Senior
               Notes due 2024 (the "SECURITIES")

Ladies and Gentlemen:


         Reference is made to the Securities issued pursuant to a certain
Indenture dated as of August 11, 2004 by and between the Company and Wachovia
Bank, National Association, as trustee (the "TRUSTEE"). The Company issued
$125,000,000 principal amount of Securities on August 11, 2004 [and an
additional $_____________ on ___________ in transactions exempt from
registration under the Securities Act of 1933, as amended (the "SECURITIES
ACT"). The Company has filed with the Securities and Exchange Commission (the
"SEC") Registration Statement on Form S-3 (File No. 333-______) (the
"REGISTRATION STATEMENT") relating to the registration under the Securities Act
of $______________ principal amount of the Securities and the shares of Common
Stock of the Company (the "SHARES") issuable upon conversion of the Securities
being registered. The Registration Statement was declared effective by order of
the SEC dated _____________.

         We have acted as counsel for the Company in connection with the
issuance of the Securities and the preparation and filing of the Registration
Statement and are familiar with the Securities, the Indenture, the Registration
Statement, the above-mentioned SEC order and such other documents as are
necessary to render this opinion.

         Based on the foregoing, it is our opinion that (1) the Registration
Statement has become effective under the Securities Act and, to our knowledge,
no stop order suspending the effectiveness of the Registration Statement has
been issued, (2) assuming that the Securities covered by the Registration
Statement and the Shares issuable upon conversion of such Securities are sold by
a relevant Holder specified in the Registration Statement in a manner specified
in the Registration Statement, such sale of the Securities and Shares issuable
upon conversion of the Securities will have been duly registered under the
Securities Act and (3) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.

Yours truly,



                                       D-1