<PAGE>

                                                                    EXHIBIT 4.11

                                 ALLERGAN, INC.

                  ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2022

                         AMENDED AND RESTATED INDENTURE

                            DATED AS OF JULY 28, 2004

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

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                     TRUSTEE

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE............................................................     1
         SECTION 1.1 DEFINITIONS................................................................................     1
         SECTION 1.2 OTHER DEFINITIONS..........................................................................     8
         SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........................................     9
         SECTION 1.4 RULES OF CONSTRUCTION......................................................................    10

ARTICLE II THE SECURITIES.......................................................................................    10
         SECTION 2.1 FORM AND DATING............................................................................    10
         SECTION 2.2 EXECUTION AND AUTHENTICATION...............................................................    12
         SECTION 2.3 REGISTRAR, PAYING AGENT AND CONVERSION AGENT...............................................    12
         SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST........................................................    13
         SECTION 2.5 SECURITYHOLDER LISTS.......................................................................    13
         SECTION 2.6 TRANSFER AND EXCHANGE......................................................................    13
         SECTION 2.7 REPLACEMENT SECURITIES.....................................................................    15
         SECTION 2.8 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION..................................    15
         SECTION 2.9 TEMPORARY SECURITIES.......................................................................    16
         SECTION 2.10 CANCELLATION..............................................................................    17
         SECTION 2.11 PERSONS DEEMED OWNERS.....................................................................    17
         SECTION 2.12 GLOBAL SECURITIES.........................................................................    17
         SECTION 2.13 CUSIP NUMBERS.............................................................................    22

ARTICLE III REDEMPTION AND CONVERSIONS..........................................................................    22
         SECTION 3.1 OPTIONAL REDEMPTION BY THE COMPANY.........................................................    22
         SECTION 3.2 PURCHASE AT OPTION OF THE HOLDER UPON A FUNDAMENTAL CHANGE.................................    24
         SECTION 3.3 PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER; PAYMENT OF PURCHASE PRICE OR
                               FUNDAMENTAL CHANGE PURCHASE PRICE IN STOCK.......................................    25
         SECTION 3.4 FURTHER CONDITIONS FOR PURCHASE AT THE OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE AND
                               PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER...............................    28
         SECTION 3.5 CONVERSION OF SECURITIES...................................................................    30
         SECTION 3.6 CASH CONVERSION OPTION.....................................................................    32
         SECTION 3.7 ADJUSTMENTS TO CONVERSION RATE.............................................................    33
         SECTION 3.8 MISCELLANEOUS PROVISIONS RELATING TO CONVERSION............................................    37
         SECTION 3.9 OPTIONAL CONVERSION TO SEMI-ANNUAL CASH PAY NOTE UPON TAX EVENT............................    40
         SECTION 3.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES...............    41
</TABLE>

                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         SECTION 3.11 PAYMENT OF INTEREST.......................................................................    41

ARTICLE IV COVENANTS............................................................................................    43
         SECTION 4.1 PAYMENT OF PRINCIPAL AND INTEREST..........................................................    43
         SECTION 4.2 SEC AND OTHER REPORTS......................................................................    43
         SECTION 4.3 COMPLIANCE CERTIFICATE.....................................................................    43
         SECTION 4.4 WAIVER OF STAY, EXTENSION OR USURY LAWS....................................................    44
         SECTION 4.5 CORPORATE EXISTENCE........................................................................    44
         SECTION 4.6 TAXES......................................................................................    44

ARTICLE V SUCCESSORS............................................................................................    44
         SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS..................................................    44
         SECTION 5.2 SUCCESSOR CORPORATION SUBSTITUTED..........................................................    45

ARTICLE VI DEFAULTS AND REMEDIES................................................................................    45
         SECTION 6.1 EVENTS OF DEFAULT..........................................................................    45
         SECTION 6.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.........................................    47
         SECTION 6.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE............................    48
         SECTION 6.4 TRUSTEE MAY FILE PROOFS OF CLAIM...........................................................    48
         SECTION 6.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES................................    49
         SECTION 6.6 APPLICATION OF MONEY COLLECTED.............................................................    49
         SECTION 6.7 LIMITATION ON SUITS........................................................................    50
         SECTION 6.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST...........................    51
         SECTION 6.9 RESTORATION OF RIGHTS AND REMEDIES.........................................................    51
         SECTION 6.10 RIGHTS AND REMEDIES CUMULATIVE............................................................    51
         SECTION 6.11 DELAY OR OMISSION NOT WAIVER..............................................................    51
         SECTION 6.12 CONTROL BY HOLDERS........................................................................    51
         SECTION 6.13 WAIVER OF PAST DEFAULTS...................................................................    52
         SECTION 6.14 UNDERTAKING FOR COSTS.....................................................................    52

ARTICLE VII TRUSTEE.............................................................................................    53
         SECTION 7.1 DUTIES OF TRUSTEE..........................................................................    53
         SECTION 7.2 RIGHTS OF TRUSTEE..........................................................................    54
         SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE...............................................................    55
         SECTION 7.4 TRUSTEE'S DISCLAIMER.......................................................................    55
         SECTION 7.5 NOTICE OF DEFAULTS.........................................................................    55
         SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS..............................................................    55
         SECTION 7.7 COMPENSATION AND INDEMNITY.................................................................    56
         SECTION 7.8 REPLACEMENT OF TRUSTEE.....................................................................    56
         SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, CONVERSION OR TRANSFER........................................    57
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.............................................................    57
         SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.........................................    58

ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE.............................................................    58
         SECTION 8.1 SATISFACTION AND DISCHARGE OF INDENTURE....................................................    58
         SECTION 8.2 APPLICATION OF TRUST FUNDS; INDEMNIFICATION................................................    59
         SECTION 8.3 REPAYMENT TO COMPANY.......................................................................    59

ARTICLE IX AMENDMENTS AND WAIVERS...............................................................................    59
         SECTION 9.1 WITHOUT CONSENT OF HOLDERS.................................................................    59
         SECTION 9.2 WITH CONSENT OF HOLDERS....................................................................    60
         SECTION 9.3 LIMITATIONS................................................................................    60
         SECTION 9.4 COMPLIANCE WITH TRUST INDENTURE ACT........................................................    61
         SECTION 9.5 REVOCATION AND EFFECT OF CONSENTS..........................................................    61
         SECTION 9.6 NOTATION ON OR EXCHANGE OF SECURITIES......................................................    61
         SECTION 9.7 TRUSTEE PROTECTED..........................................................................    62

ARTICLE X MISCELLANEOUS.........................................................................................    62
         SECTION 10.1 TRUST INDENTURE ACT CONTROLS..............................................................    62
         SECTION 10.2 NOTICES...................................................................................    62
         SECTION 10.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS...............................................    63
         SECTION 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT........................................    63
         SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.............................................    63
         SECTION 10.6 RULES BY TRUSTEE AND AGENTS...............................................................    64
         SECTION 10.7 NO RECOURSE AGAINST OTHERS................................................................    64
         SECTION 10.8 COUNTERPARTS..............................................................................    64
         SECTION 10.9 GOVERNING LAWS............................................................................    64
         SECTION 10.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS............................................    64
         SECTION 10.11 SUCCESSORS...............................................................................    64
         SECTION 10.12 SEVERABILITY.............................................................................    64
         SECTION 10.13 TABLE OF CONTENTS, HEADINGS, ETC.........................................................    65
</TABLE>

                                       iii

<PAGE>

                                 ALLERGAN, INC.
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                      INDENTURE, DATED AS OF JULY 28, 2004

<TABLE>
<S>                                                                                          <C>
Section 310(a)(1)...................................................................                   7.10
          (a)(2)....................................................................                   7.10
          (a)(3)....................................................................         NOT APPLICABLE
          (a)(4)....................................................................         NOT APPLICABLE
          (a)(5)....................................................................                   7.10
          (b).......................................................................                   7.10
Section 311(a)......................................................................                   7.11
          (b).......................................................................                   7.11
          (c).......................................................................         NOT APPLICABLE
Section 312(a)......................................................................                    2.5
          (b).......................................................................                   10.3
          (c).......................................................................                   10.3
Section 313(a)......................................................................                    7.6
          (b)(1)....................................................................                    7.6
          (b)(2)....................................................................                    7.6
          (c)(1)....................................................................                    7.6
          (d).......................................................................                    7.6
Section 314(a)......................................................................              4.2, 10.5
          (b).......................................................................         NOT APPLICABLE
          (c)(1)....................................................................                   10.4
          (c)(2)....................................................................                   10.4
          (c)(3)....................................................................         NOT APPLICABLE
          (d).......................................................................         NOT APPLICABLE
          (e).......................................................................                   10.5
          (f).......................................................................         NOT APPLICABLE
Section 315(a)......................................................................                    7.1
          (b).......................................................................                    7.5
          (c).......................................................................                    7.1
          (d).......................................................................                    7.1
          (e).......................................................................                   6.14
Section 316(a)......................................................................             6.12, 6.13
          (a)(1)(A).................................................................                   6.12
          (a)(1)(B).................................................................                   6.13
          (b).......................................................................                    6.8
Section 317(a)(1)...................................................................                    6.3
          (a)(2)....................................................................                    6.4
          (b).......................................................................                    2.4
Section 318(a)......................................................................                   10.1
</TABLE>

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

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.

                                       iv

<PAGE>

                  Amended and Restated Indenture dated as of July 28, 2004,
between Allergan, Inc., a Delaware corporation (the "Company"), and Wells Fargo
Bank, National Association, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities
issued under this Indenture.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1 DEFINITIONS.

                  "Accreted Value" means, at any date of determination, (1)
prior to such time as the Securities are converted to Semi-Annual Cash Pay
Notes, the sum of (x) the initial offering price of each Security and (y) the
portion of the excess of the Principal Amount at Maturity of each Security over
such initial offering price which shall have been amortized by the Company in
accordance GAAP through such date, such amount to be so amortized on a daily
basis and compounded semi-annually on each November 6 and May 6 at the rate of
1.25% per annum from the issue date through the date of determination computed
on the basis of a 360-day year of twelve 30-day months and (2) at or after such
time as the Securities are converted to Semi-Annual Cash Pay Notes, the Restated
Principal Amount.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes imposed on
Holders specified herein or therein and which are owing to such Holders.

                  "Adjusted Accreted Value" means the Accreted Value multiplied
by a percentage initially equal to 125% on the Issue Date, reduced by increments
of 0.25% per six-month period thereafter, until such percentage reaches 115% on
the Stated Maturity.

                  "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

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

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

                                        1
<PAGE>

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general circulation in the
place in connection with which the term is used. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee shall constitute a sufficient publication of
such notice.

                  "Bearer" means anyone in possession from time to time of a
Bearer Security.

                  "Bearer Security" means any Security, including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee thereof.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of the certificate and delivered
to the Trustee.

                  "Business Day" means, any day except a Saturday, Sunday or a
legal holiday in the City of New York or the City of Los Angeles on which
banking institutions are authorized or required by law, regulation or executive
order to close.

                   "Capital Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated)
of or in such Person's capital stock or other equity interests, and options,
rights or warrants to purchase such capital stock or other equity interests,
whether now outstanding or issued after the Issue Date, including, without
limitation, all preferred stock.

                  "Cash" means the currency of the United States of America.

                  "Certificated Securities" means Securities that are in the
form of the Securities attached hereto as Exhibit B.

                  "Common Equity" of any Person means Capital Stock of such
Person that is generally entitled to (i) vote in the election of directors of
such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person.

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

                                        2
<PAGE>

from all such classifications bears to the total number of shares of all such
classes resulting from all such reclassifications.

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

                  "Company" means the party named as such above, unless and
until a successor replaces it and thereafter means such successor.

                  "Company Order" means a written order signed in the name of
the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer.

                  "Company Request" means a written request signed in the name
of the Company by its Chief Executive Officer, the President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

                  "Continuing Director" means a director who either was a member
of the Board of Directors on the date hereof or who became a director subsequent
to such date and whose election, or nomination for election by stockholders, was
duly approved by a majority of the Continuing Directors on the Board of
Directors at the time of such approval, either by a specific vote or by approval
of the proxy statement issued by the Company on behalf of the entire Board of
Directors in which such individual is named as nominee for director.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered.

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

                  "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, the
person designated as Depositary by the Company, which Depositary shall be a
clearing agency registered under the Exchange Act.

                  "Dollars" and "$" mean the currency of the United States of
America.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of the United States of America.

                                        3
<PAGE>

                  "Fundamental Change" means the occurrence of any of the
following:

                           (1) any sale, lease or other transfer (in one
transaction or a series of transactions) of all or substantially all of the
consolidated assets of the Company and its Subsidiaries to any person (other
than a Subsidiary of the Company); provided, however, that a transaction where
the holders of all classes of Common Equity of the Company immediately prior to
such transaction own, directly or indirectly, more than 50% of all classes of
Common Equity of such person immediately after such transaction shall not be a
Fundamental Change;

                           (2) consummation of any share exchange, consolidation
or merger of the Company pursuant to which the Common Stock will be converted
into cash, securities or other property or any sale, lease or other transfer (in
one transaction or a series of transactions) of all or substantially all of the
consolidated assets of the Company (considered together with its Subsidiaries)
to any person (other than one of the Company's subsidiaries); provided, however,
that a transaction where the holders of all classes of the Common Equity of the
Company immediately prior to such transaction own, directly or indirectly, more
than 50% of all classes of Common Equity of the continuing or surviving
corporation or transferee immediately after such event shall not be a
Fundamental Change;

                           (3) a "person" or "group" (within the meaning of
Section 13(d) of the Exchange Act (other than the Company, its Subsidiaries or
its employee benefit plans) becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of the Common Equity of the Company representing
more than 50% of the voting power of the Common Equity of the Company;

                           (4) Continuing Directors cease to constitute at least
a majority of the Board of Directors; or

                           (5) the stockholders of the Company approve any plan
or proposal for the liquidation or dissolution of the Company; provided,
however, that a liquidation or dissolution of the Company which is part of a
transaction described in clause (1) above that does not constitute a Fundamental
Change under the proviso contained in that clause shall not constitute a
Fundamental Change.

A Fundamental Change will not be deemed to have occurred, however, if either:

         (I) the Sale Price of the Common Stock for (a) any 10 Trading Days
         within the 20 consecutive Trading Days ending immediately prior to the
         day on which the Fundamental Change occurs, and (b) at least five
         Trading Days within the 10 consecutive Trading Days ending immediately
         before the Fundamental Change occurs, shall equal or exceed 105% of the
         Accreted Value, divided by the Conversion Rate, or

         (II) both

                  (a) at least 90% of the consideration (excluding cash payments
                  for fractional shares) in the transaction or transactions
                  constituting the Fundamental Change consists of shares of
                  Common Equity traded on a national securities exchange

                                        4
<PAGE>

                  or quoted on the Nasdaq National Market (or which will be so
                  traded or quoted when issued or exchanged in connection with
                  such Fundamental Change) (such securities being referred to as
                  "publicly traded securities") and as a result of such
                  transaction or transactions the notes become convertible
                  solely into such publicly traded securities; and

                  (b) the consideration to be received per share of the Common
                  Stock in the transaction or transactions constituting the
                  Fundamental Change consists of cash, publicly traded
                  securities or a combination of cash and publicly traded
                  securities with an aggregate fair market value (which, in the
                  case of publicly traded securities, shall be equal to the
                  average closing price of such publicly traded securities
                  during the five consecutive Trading Days commencing with the
                  Trading Day following consummation of the transaction or
                  transactions constituting the Fundamental Change) of at least
                  105% of the Accreted Value, divided by the Conversion Rate.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect as of the date of
determination.

                  "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing the Securities, issued to the Depositary or its nominee, and
registered in the name of such Depositary or nominee.

                  "Holder" means a person in whose name a Security is registered
or the holder of a Bearer Security.

                  "Indebtedness" means, with respect to a person at any date,
without duplication, such person's obligations (other than nonrecourse
obligations) for borrowed money or evidenced by bonds, debentures, notes or
similar instruments.

                  "Indenture" means this Amended and Restated Indenture as
amended or supplemented from time to time, and shall include the form and terms
of the Securities established as contemplated hereunder.

                  "Issue Date" of any Security means the date on which the
Security was originally issued or deemed issued as set forth on the face of the
Security.

                  "Issue Price" of any Security means, in connection with the
original issuance of such Security, the initial issue price at which the
Security is sold as set forth on the face of the Security.

                  "Market Price" means, on any date, the average of the Sale
Prices of the Common Stock for the 10 Trading Day period ending on the third
Business Day (if the third Business Day prior to the applicable Purchase Date is
a Trading Day, or if not, then on the last Trading Day) prior to such date,
appropriately adjusted to take into account the occurrence, during the period

                                        5
<PAGE>

commencing on the first of such Trading Days during such 10 Trading Day period
and ending on such date, of certain events with respect to the Common Stock that
would result in an adjustment of the Conversion Rate under this Indenture.

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

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

                  "Officers' Certificate" means a certificate signed by two
Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

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

                  "Original Issue Discount" of any Security means the difference
between the Issue Price and the Principal Amount at Maturity of the Security as
set forth on the face of the Security.

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

                  "Principal Amount at Maturity" of a Security means the amount
of principal to be paid to the Holder of such Security as set forth on the face
of the Security.

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

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

                  "Registrar" means Wells Fargo Bank, National Association or
any successor registrar of the Security.

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

                  "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office and also means, with respect to a particular corporate
trust matter, any other officer to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

                  "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A and
B of this Indenture.

                                        6
<PAGE>

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

                  "Sale Price" of the Common Stock on any date means the closing
sale price per share (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 average ask prices) on such date as reported in the composite
transactions for the principal U.S. securities exchange on which the Common
Stock is traded or, if the Common Stock is not listed on a U.S. national or
regional securities exchange, as reported by the Nasdaq National Market.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities" means any of the Company's Zero Coupon
Convertible Senior Notes Due 2022, as amended or supplemented from time to time,
issued under this Indenture.

                  "Semi-Annual Cash Pay Notes" means the Securities after the
Company has exercised its options to pay cash interest in accordance with
Section 3.9.

                  "Stated Maturity" when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount at Maturity of such Security is due and payable.

                  "Subsidiary" of any specified person means any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of that person or a combination
thereof.

                  "Tax Event" means that the Company shall have received the
advice of independent tax counsel experienced in such matters to the effect
that, on or after November 6, 2002, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which
amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or after
November 6, 2002, there is more than an insubstantial risk that interest
(including Original Issue Discount, if any) payable on the Securities either (i)
would not be deductible on a current accrual basis or (ii) would not be
deductible under any other method, in either case in whole or in part, by the
Company (by reason of deferral, disallowance, or otherwise) for United States
Federal income tax purposes.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act as so amended.

                                        7
<PAGE>

                  "Trading Day" means (x) if the applicable security is listed
or admitted for trading on the New York Stock Exchange or another national
security exchange, a day on which the New York Stock Exchange or other national
security exchange is open for business or (y) if the applicable security is
quoted on the Nasdaq National Market, a day on which trades may be made thereon
or (z) if the applicable security is not so listed, admitted for trading or
quoted, any day other than a Saturday or Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

                  "Trustee" means the person named as Trustee in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean each person who is then a Trustee hereunder.

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

                  SECTION 1.2 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
TERM                                                                               DEFINED IN SECTION
----                                                                               ------------------
<S>                                                                                <C>
"Agent Members"..............................................................             2.12
"Bankruptcy Law".............................................................              6.1
"Cash Amount"................................................................              3.6
"Cash Settlement Averaging Period"...........................................              3.6
"Cash Settlement Notice Period"..............................................              3.6
"Clearstream"................................................................              2.1
"Company Notice Date"........................................................              3.3
"Company Notice of Election".................................................              3.3
"Conditional Withdrawal".....................................................              3.3
"Conversion Agent"...........................................................              2.3
"Conversion Date"............................................................              3.5
"Conversion Obligation"......................................................              3.6
"Conversion Rate"............................................................              3.5
"Conversion Retraction Period"...............................................              3.6
"Custodian"..................................................................              6.1
</TABLE>

                                        8
<PAGE>

<TABLE>
<S>                                                                                       <C>
"Defaulted Interest".........................................................             3.11
"Distributed Securities".....................................................              3.7
"DTC"........................................................................              2.1
"Excess Amount"..............................................................              3.6
"Euroclear"..................................................................              2.1
"Event of Default"...........................................................              6.1
"Expiration Time.............................................................              3.7(e)
"Fundamental Change Purchase Date"...........................................              3.2
"Fundamental Change Purchase Notice".........................................              3.2
"Fundamental Change Purchase Price"..........................................              3.2
"Interest Payment Date"......................................................              3.9
"Legend".....................................................................              2.6
"Notice of Default"..........................................................              6.1
"Notice of Fundamental Change"...............................................              3.2
"Notice of Redemption".......................................................              3.1
"Option Exercise Date".......................................................              3.9
"Paying Agent"...............................................................              2.3
"Purchase Date...............................................................              3.3
"Purchase Notice.............................................................              3.3
"Purchase Price".............................................................              3.3
"Purchased Shares"...........................................................              3.7(e)
"QIBs".......................................................................              2.1
"Regular Record Date"........................................................              3.9
"Registrar"..................................................................              2.3
"Restated Principal Amount"..................................................              3.9
 "Special Record Date".......................................................             3.11
"Tax Event Date".............................................................              3.9
"Total Share Amount".........................................................              3.6
"transfer"...................................................................             2.12
</TABLE>

                  SECTION 1.3 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 Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                                        9
<PAGE>

                  "obligor" on the indenture securities means the Company and
any successor obligor upon the Securities.

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

                  SECTION 1.4 RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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

                  (c) references to GAAP shall mean GAAP in effect as of the
time when and for the period as to which such accounting principles are to be
applied;

                  (d) "or" is not exclusive;

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

                  (f) provisions apply to successive events and transactions.

                                   ARTICLE II

                                 THE SECURITIES

                  SECTION 2.1 FORM AND DATING.

                  The Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibits A and B, which are a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication.

                  (a) 144A Regulation S Global Securities. The Securities are
being offered and sold (i) in reliance on Regulation S and or (ii) to "qualified
institutional buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A,
and shall be issued in the form of one or more permanent Global Securities
substantially in the form of Exhibit A. Such Global Securities initially shall
be deposited on or about the Issue Date on behalf of the purchasers of the
Securities represented thereby with the Trustee, at its Corporate Trust Offices,
as custodian for the Depositary and registered in the name of Cede & Co. as
nominee of the Depository Trust Company ("DTC") for the accounts of participants
in DTC (and, in the case of Securities held in accordance with Regulation S,
registered with the Depositary for the accounts of designated

                                       10
<PAGE>

agents holding on behalf of the Euroclear S.A./N.V., as operator of the
Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme
("Clearstream")), duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The aggregate principal amount of a Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided.

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

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

                  (c) Book-Entry Provisions. This Section 2.1(c) shall apply
only to Global Securities deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(c), authenticate and the Registrar shall deliver initially
one or more Global Securities that (a) shall be registered in the name of Cede &
Co. or other nominee of the Depositary, (b) shall be delivered by the Registrar
to the Depositary or pursuant to the Depositary's instructions and (c) shall
bear legends substantially to the following effect:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER
                  OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
                  PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
                  OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
                  ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
                  ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
                  DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
                  HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE
                  DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
                  SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
                  SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
                  THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE
                  REFERRED TO ON THE REVERSE HEREOF."

                                       11
<PAGE>

                  (d) Certificated Securities. Securities not issued as
interests in the Global Securities will be issued in certificated form
substantially in the form of Exhibit B attached hereto.

                  SECTION 2.2 EXECUTION AND AUTHENTICATION.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President, or one of its Vice Presidents, under
its corporate seal reproduced thereon, and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these Officers on the
Securities may be manual or facsimile.

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

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

                  The Trustee shall authenticate and the Registrar shall deliver
Securities for original issue in an aggregate Principal Amount at Maturity of up
to and including $641,510,000 upon a Company Order without any further action by
the Company. The aggregate Principal Amount at Maturity of Securities
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.7.

                  The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of Principal Amount at Maturity and
any integral multiple thereof.

                  SECTION 2.3 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for
purchase or payment ("Paying Agent") and an office or agency where Securities
may be presented for conversion ("Conversion Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars, one or more additional paying agents and one or
more additional conversion agents. The term Paying Agent includes any additional
paying agent and the term Conversion Agent includes any additional conversion
agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar (other than
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such Agent. The Company shall notify the Trustee of the name and
address of any such Agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such

                                       12
<PAGE>

and shall be entitled to appropriate compensation therefore pursuant to Section
7.7. The Company or any Subsidiary or an Affiliate of either of them may act as
Paying Agent, Registrar, Conversion Agent or co-registrar.

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

                  SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST.

                  Except as otherwise provided herein, on or prior to 11:30 a.m.
New York time on each due date of payments in respect of any Security, the
Company shall deposit with the Paying Agent a sum of money (in immediately
available funds if deposited on the due date) sufficient to make such payments
when so becoming due. The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the
making of payments in respect of the Securities and shall notify the Trustee of
any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money so held in trust.
If the Company, a Subsidiary or an Affiliate of either of them acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by
it. Upon doing so, the Paying Agent shall have no further liability for the
money.

                  SECTION 2.5 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 Holders. If the Trustee is not the Registrar, the Company shall
cause to be furnished to the Trustee at least semiannually on May 1 and November
1 a listing of Holders dated within 15 days of the date on which the list is
furnished and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders.

                  SECTION 2.6 TRANSFER AND EXCHANGE.

                  (a) Subject to Section 2.12 hereof, upon surrender for
registration of transfer or exchange of any Security, together with a written
instrument of transfer satisfactory to the Registrar duly executed by the Holder
or such Holder's attorney duly authorized in writing, at the office or agency of
the Company designated as Registrar or co-registrar pursuant to Section 2.3, the
Company shall execute, and the Trustee shall authenticate and the Registrar
shall deliver, in the name of the designated transferee or transferees, one or
more new Securities of any authorized denomination or denominations, of a like
aggregate Principal Amount at Maturity. The Company shall not charge a service
charge for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Holder requesting such transfer or exchange.

                                       13
<PAGE>

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

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

                  (a) Notwithstanding any provision to the contrary herein, so
long as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

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

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

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

                  (e) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Security attached hereto as Exhibits A and B
setting forth such restrictions (collectively, the "Legend"), or if a request is
made to remove the Legend on a Security, the Securities so issued shall bear the
Legend, or the Legend shall not be removed, as the case may be, unless (i) there
is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A, Regulation S or Rule 144 under the Securities
Act and that such Securities are not "restricted" within the meaning of Rule 144
under the Securities Act. Upon (i) provision of such satisfactory evidence, or
(ii) notification by the Company to the Trustee and Registrar of the sale of
such Security pursuant to a registration

                                       14
<PAGE>

statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and the Registrar shall
deliver a Security that does not bear the Legend. If the Legend is removed from
the face of a Security and the Security is subsequently held by an Affiliate of
the Company, the Legend shall be reinstated.

                  SECTION 2.7 REPLACEMENT SECURITIES.

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

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

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

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

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

                  SECTION 2.8 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
ACTION.

                  Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in this Section 2.8 as not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount at Maturity of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the

                                       15
<PAGE>

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

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

                  If the Paying Agent holds, in accordance with this Indenture,
on a Redemption Date, or on the Business Day following the Purchase Date or a
Change in Control Purchase Date, Fundamental Change Purchase Date, or on Stated
Maturity, money or securities, if permitted hereunder, sufficient to pay
Securities payable on that date, then immediately after such Redemption Date,
Purchase Date, Change in Control Purchase Date, Fundamental Change Purchase Date
or Stated Maturity, as the case may be, such Securities shall cease to be
outstanding and Original Issue Discount and interest, if any, on such Securities
shall cease to accrue; provided, that if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made.

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

                  SECTION 2.9 TEMPORARY SECURITIES.

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

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.3, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and the Registrar shall deliver in exchange
therefor a like Principal Amount at Maturity of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

                                       16
<PAGE>

                  SECTION 2.10 CANCELLATION.

                  All Securities surrendered for payment, purchase by the
Company pursuant to Article III, conversion, redemption or registration of
transfer or exchange shall, if surrendered to any person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation or
that any Holder has converted pursuant to Article III. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. Subject to the
Trustee's record retention requirements in accordance with the Exchange Act, all
cancelled Securities held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of destruction to the Company.

                  SECTION 2.11 PERSONS DEEMED OWNERS.

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

                  SECTION 2.12 GLOBAL SECURITIES.

                  (a) Notwithstanding any other provisions of this Indenture or
the Securities, (A) transfers of a Global Security, in whole or in part, shall
be made only in accordance with Section 2.6 and Section 2.12(a)(i), (B)
transfers of a beneficial interest in a Global Security for a Certificated
Security shall comply with Section 2.6 and Section 2.12(a)(ii) below, and (C)
transfers of a Certificated Security shall comply with Section 2.6 and Section
2.12(a)(iii) and (iv) below:

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

                                       17
<PAGE>

                  (ii) Restrictions on Transfer of a Beneficial Interest in a
         Global Security for a Certificated Security. A beneficial interest in a
         Global Security may not be exchanged for a Certificated Security except
         upon satisfaction of the requirements set forth below. Upon receipt by
         the Trustee of a transfer of a beneficial interest in a Global Security
         in accordance with Applicable Procedures for a Certificated Security in
         the form satisfactory to the Trustee, together with written
         instructions to the Trustee to make, or direct the Registrar to make,
         an adjustment on its books and records with respect to such Global
         Security to reflect a decrease in the aggregate Principal Amount at
         Maturity of the Securities represented by the Global Security, such
         instructions to contain information regarding the Depositary account to
         be credited with such decrease, then the Trustee shall cause, or direct
         the Registrar to cause, in accordance with the standing instructions
         and procedures existing between the Depositary and the Registrar, the
         aggregate Principal Amount at Maturity of Securities represented by the
         Global Security to be decreased by the aggregate Principal Amount at
         Maturity of the Certificated Security to be issued, shall issue such
         Certificated Security and shall debit or cause to be debited to the
         account of the person specified in such instructions a beneficial
         interest in the Global Security equal to the Principal Amount at
         Maturity of the Certificated Security so issued.

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

                           (x) to register the transfer of such Certificated
                           Securities; or

                           (y) to exchange such Certificated Securities for an
                           equal Principal Amount at Maturity of Certificated
                           Securities of other authorized denominations, the
                           Registrar shall register the transfer or make the
                           exchange as requested if its reasonable requirements
                           for such transaction are met; provided, however, that
                           the Certificated Securities surrendered for transfer
                           or exchange:

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

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

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

                                       18
<PAGE>

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

                                            (C) if such Certificated Securities
                                    are being transferred pursuant to an
                                    exemption from registration in accordance
                                    with Rule 144, (i) a certification to that
                                    effect (in the form set forth in Exhibit
                                    B-1) and (ii) if the Company or Registrar so
                                    requests, an opinion of counsel or other
                                    evidence reasonably satisfactory to them as
                                    to the compliance with the restrictions set
                                    forth in the Legend.

                  (iv) Restrictions on Transfer of a Certificated Security for a
         Beneficial Interest in a Global Security. A Certificated Security may
         not be exchanged for a beneficial interest in a Global Security except
         upon satisfaction of the requirements set forth below.

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

                           (A)      so long as the Securities are Restricted
                                    Securities, certification, in the form set
                                    forth in Exhibit B, that such Certificated
                                    Security is being transferred in accordance
                                    with Rule 144A, Regulation S or Rule 144;
                                    and

                           (B)      written instructions directing the Trustee
                                    to make, or to direct the Registrar to make,
                                    an adjustment on its books and records with
                                    respect to such Global Security to reflect
                                    an increase in the aggregate Principal
                                    Amount at Maturity of the Securities
                                    represented by the Global Security, such
                                    instructions to contain information
                                    regarding the Depositary account to be
                                    credited with such increase,

                  then the Trustee shall cancel such Certificated Security and
                  cause, or direct the Registrar to cause, in accordance with
                  the standing instructions and procedures existing between the
                  Depositary and the Registrar, the aggregate Principal Amount
                  at Maturity of Securities represented by the Global Security
                  to be increased by the aggregate Principal Amount at Maturity
                  of the Certificated Security to be exchanged, and shall credit
                  or cause to be credited to the account of the person specified
                  in such instructions a beneficial interest in the Global
                  Security equal to the Principal Amount at Maturity of the
                  Certificated Security so cancelled. If no Global Securities
                  are then outstanding, the Company shall issue and the Trustee
                  shall authenticate, upon written order of the Company in the
                  form of an Officers' Certificate, a new Global Security in the
                  appropriate Principal Amount at Maturity.

                  (b) Subject to the succeeding paragraph, every Security shall
be subject to the restrictions on transfer provided in the Legend. Whenever any
Restricted Security is presented

                                       19
<PAGE>

or surrendered for registration of transfer or for exchange for a Security
registered in a name other than that of the Holder, such Security must be
accompanied by a certificate in substantially the form set forth in Exhibit B,
dated the date of such surrender and signed by the Holder of such Security, as
to compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any Security
not so accompanied by a properly completed certificate.

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

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

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

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

                                       20
<PAGE>

                           Depositary. Any Security issued in exchange for a
                           Global Security or any portion thereof shall be a
                           Global Security; provided that any such Security so
                           issued that is registered in the name of a person
                           other than the Depositary or a nominee thereof shall
                           not be a Global Security.

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

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

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

                           (5) Neither any members of, or participants in, the
                           Depositary ("Agent Members") nor any other persons on
                           whose behalf Agent Members may act shall have any
                           rights under this Indenture with respect to any
                           Global Security registered in the name of the
                           Depositary or any nominee thereof, or under any such
                           Global Security, and the Depositary or such nominee,
                           as the case may be, may be treated by the Company,
                           the Trustee and any agent of the Company or the
                           Trustee as the absolute owner and holder of such
                           Global 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 such nominee, as the
                           case may be, or impair, as between the Depositary,
                           its Agent Members and any other person on whose
                           behalf an Agent

                                       21
<PAGE>

                           Member may act, the operation of customary practices
                           of such persons governing the exercise of the rights
                           of a holder of any Security.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations and Instructions to Participants" of Clearstream shall
be applicable to interests in any Global Securities that are held by
participants through Euroclear or Clearstream. The Trustee shall have no
obligation to notify holders of any such procedures or to monitor or enforce
compliance with the same.

                  SECTION 2.13 CUSIP NUMBERS.

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

                                   ARTICLE III

                           REDEMPTION AND CONVERSIONS

                  SECTION 3.1 OPTIONAL REDEMPTION BY THE COMPANY.

                  (a) Right to Redeem; Notice to Trustee. The Company, at its
option, may redeem the Securities in accordance with the provisions of
paragraphs 5 and 7 of the Securities. If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities, it shall notify the Trustee in
writing of the Redemption Date, the Principal Amount at Maturity of Securities
to be redeemed and the Redemption Price payable on the Redemption Date. The
Company shall give such notice to the Trustee in accordance with Section 3.1(c).

                  (b) Selection of Securities to Be Redeemed. If less than all
of the outstanding notes are to be redeemed, the Trustee shall select the
Securities to be redeemed in Principal Amounts at Maturity of $1,000 or integral
multiples thereof. The Trustee may select the Securities by lot, pro rata or by
any other method the trustee considers fair and appropriate. If a portion of a
Holder's Securities is selected for partial redemption and the Holder thereafter
surrenders a portion of such Securities for conversion before termination of the
conversion right with respect to the portion of the Security so selected for
redemption, the portion of such Security surrendered for conversion shall be
deemed (so far as may be), solely for purposes of determining the aggregate
Principal Amount at Maturity of Securities to be redeemed by the Company, to be
the portion selected for redemption. Securities which have been converted during
a selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection. Nothing in this Section 3.1(b)
shall affect the right of any Holder

                                       22
<PAGE>

to convert any Security pursuant to Sections 3.5, 3.6 and 3.7 before the
termination of the conversion right with respect thereto.

                  (c) Notice of Redemption. At least 30 days but not more than
60 days before a Redemption Date, the Company shall provide a notice of
redemption (a "Notice of Redemption") to the Trustee and to each Holder of
Securities to be redeemed at such Holder's address kept by the Registrar.

                  The Notice of Redemption shall identify the Securities to be
redeemed and shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the then-current Conversion Rate;

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

                  (v) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price;

                  (vi) that the Securities called for redemption may be
         converted at any time before the close of business on the second
         business day prior to the Redemption Date;

                  (vii) that Holders who wish to convert Securities must comply
         with the procedures in paragraph 8 of the Securities;

                  (viii) that, unless the Company defaults in making payment of
         such Redemption Price, Accreted Value and interest, if any, on the
         Securities called for redemption will cease to accrue on and after the
         Redemption Date and the only remaining right of the Holder will be to
         receive payment of the Redemption Price upon presentation and surrender
         to the Paying Agent of the Securities;

                  (ix) if fewer than all the outstanding Securities are to be
         redeemed, the certificate number and Principal Amounts at Maturity of
         the particular Securities to be redeemed; and

                  (x) the CUSIP number or numbers for the Securities called for
         redemption.

                  At the Company's request, the Trustee shall give the Notice of
Redemption in the Company's name and at the Company's expense.

                  (d) Effect of Notice of Redemption. Once a Notice of
Redemption is given by the Company, Securities called for redemption become due
and payable on the Redemption Date and at the Redemption Price stated in such
notice, except for Securities that are converted in accordance with the
provisions of Sections 3.5, 3.6 and 3.7. Upon their presentation and surrender
to the Paying Agent, Securities called for redemption shall be paid at the
Redemption

                                       23
<PAGE>

Price. Failure to give notice or any defect in the notice to any Holder shall
not affect the validity of the notice to any other Holder.

                  (e) There shall be no sinking fund provided for the
Securities.

                  (f) On or before 11:30 a.m. (New York City time) on the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or an Affiliate of the Company is acting as the Paying
Agent, shall segregate and hold in trust) an amount of money sufficient to pay
the aggregate Redemption Price of all the Securities to be redeemed on that date
other than the Securities or portions thereof called for redemption which on or
prior thereto have been delivered by the Company to the Trustee for cancellation
or have been converted. The Trustee and the Paying Agent shall, as promptly as
practicable, return to the Company any money not required to pay the aggregate
Redemption Price because of conversion of the Securities in accordance with the
provisions of Sections 3.5, 3.6 and 3.7. If such money is then held by the
Company or a Subsidiary in trust and is not required for such purpose, it shall
be discharged from such trust.

                  SECTION 3.2 PURCHASE AT OPTION OF THE HOLDER UPON A
FUNDAMENTAL CHANGE.

                  (a) If a Fundamental Change shall occur at any time prior to
November 6, 2007, each Holder of Securities shall have the right, at such
Holder's option, to require the Company to purchase such Holder's Securities on
the date (the "Fundamental Change Purchase Date") (or if such date is not a
Business Day, the next succeeding Business Day) that is 65 days after the date
of the Fundamental Change. Securities in denominations larger than $1,000 of
Principal Amount at Maturity may be redeemed in part in connection with a
Fundamental Change, but only in integral multiples of $1,000 of Principal Amount
at Maturity. The Company shall purchase such Securities at a price (the
"Fundamental Change Purchase Price") equal to the Accreted Value on the
Fundamental Change Purchase Date or, if the Company elects to convert the
Securities to Semi-Annual Cash Pay Notes in accordance with Section 3.9, the
Restated Principal Amount plus accrued and unpaid interest from the Option
Exercise Date to the Fundamental Change Purchase Date. The Company shall pay the
Fundamental Change Purchase Price in Cash. No Securities may be purchased at the
option of the Holders due to a Fundamental Change if there has occurred and is
continuing an Event of Default other than an Event of Default that is cured by
the payment of the Purchase Price of all such Securities.

                  (b) The Company, or at its request (which must be received by
the Trustee at least three Business Days (or such lesser period as agreed to by
the Trustee) prior to the date the Trustee is requested to give such Notice as
described below), the Trustee in the name of and at the expense of the Company,
shall mail to all Holders of record of the Securities a Notice (a "Notice of
Fundamental Change") of the occurrence of a Fundamental Change and of the
purchase right arising as a result thereof, including the information required
by Section 3.3(f), on or before the 30th day after the occurrence of such
Fundamental Change. The Company shall promptly furnish to the Trustee a copy of
such Notice.

                  (c) For Securities to be so purchased at the option of a
Holder, the Paying Agent must receive from such Holder the form entitled "Option
to Elect Purchase Upon a Fundamental

                                       24
<PAGE>

Change" on the reverse of the Securities duly completed, a written purchase
notice (the "Fundamental Change Purchase Notice") and such Security duly
endorsed for transfer, on or before the 30th day after the Notice of Fundamental
Change is delivered (subject to extension to comply with applicable law);
provided, however, if the Securities are in book-entry form such transfer shall
be made in accordance with the customary practices of the Depositary. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for redemption shall be determined by the Company,
whose determination shall be final and binding. The Fundamental Change Purchase
Notice shall state:

                  (i) if certificated, the certificate numbers of the Securities
         which the Holder shall deliver to be purchased;

                  (ii) the portion of the Principal Amount at Maturity of the
         Securities which the Holder shall deliver to be purchased, which
         portion must be $1,000 in Principal Amount at Maturity or an integral
         multiple thereof; and

                  (iii) that such Securities shall be purchased as of the
         Purchase Date pursuant to the terms and conditions specified in
         paragraph 6 of the Securities and in this Indenture.

                  SECTION 3.3 PURCHASE OF SECURITIES AT THE OPTION OF THE
HOLDER; PAYMENT OF PURCHASE PRICE OR FUNDAMENTAL CHANGE PURCHASE PRICE IN STOCK.

                  (a) Purchase of Securities at the Option of the Holder. On
each of November 6, 2007, November 6, 2012 and November 6, 2017 (each, a
"Purchase Date"), a Holder of Securities shall have the option to require the
Company to purchase any outstanding Securities, at the purchase price specified
in paragraph 6 of the Securities (each, a "Purchase Price") upon:

                  (i) delivery to the Trustee by the Holder of a written notice
         of purchase (a "Purchase Notice") at any time from the opening of
         business on the date that is 20 Business Days prior to a Purchase Date
         until the close of business on the fifth Business Day preceding such
         Purchase Date, stating:

                           (A) if certificated, the certificate numbers of the
                  Securities which the Holder shall deliver to be purchased;

                           (B) the portion of the Principal Amount at Maturity
                  of the Securities which the Holder shall deliver to be
                  purchased, which portion must be $1,000 in Principal Amount at
                  Maturity or an integral multiple thereof; and

                           (C) that such Securities shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in paragraph 6 of the Securities and in this Indenture; and

                  (ii) delivery or book-entry transfer of such Security to the
         Paying Agent prior to, on or after the Purchase Date (together with all
         necessary endorsements) at the offices of the Paying Agent, such
         delivery or transfer being a condition to receipt by the Holder of the
         Purchase Price therefor; provided, however, that such Purchase Price
         shall be so

                                       25
<PAGE>

         paid pursuant to this Section 3.3 only if the Security so delivered or
         transferred to the Paying Agent shall conform in all respects to the
         description thereof in the related Purchase Notice.

                  (b) Procedures.

                  If a Holder fails to indicate in such Holder's Purchase Notice
or Fundamental Change Purchase Notice (and in any written notice of withdrawal
of a portion of a Holder's Securities previously submitted for purchase pursuant
to a Purchase Notice or Fundamental Change Purchase Notice), such Holder's
choice with respect to the election regarding a conditional withdrawal (in each
case a "Conditional Withdrawal") pursuant to the terms of clause (D) of Section
3.3(a)(i) or Section 3.2(c) such Holder shall be deemed to have elected to
receive Cash in respect of all Securities subject to such Purchase Notice or
Fundamental Change Purchase Notice in the circumstances set forth in Section
3.3(a)(i) (D) or Section 3.2(c).

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.3, a portion of such Holder's Securities if the Principal
Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000
if so requested by the Holder. Provisions of this Indenture that apply to the
purchase of all of a Security also apply to the purchase of such portion of such
Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of Section 3.2 or this Section 3.3 shall be consummated by the
delivery of the consideration to be received by the Holder promptly following
the later of the Purchase Date and the time of delivery or book-entry transfer
of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice or Fundamental Change
Purchase Notice contemplated by Section 3.2 or this Section 3.3(b) shall have
the right at any time prior to the close of business on the third Business Day
preceding the Purchase Date or Fundamental Change Purchase Date to withdraw such
Purchase Notice or Fundamental Change Purchase Notice (in whole or in part but
in any extent for $1,000 in Principal Amounts at Maturity or an integral
multiple thereof) by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.3(a).

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

                  At least five Business Days before the Company Notice Date,
the Company shall deliver an Officers' Certificate to the Trustee specifying:

                  (i) the information required by Section 3.3(f);

                  (ii) whether the Company desires the Trustee to give the
         Company Notice of Election required by Section 3.3(f).

                  (c) Purchase with Cash. The Purchase Price or Fundamental
Change Purchase Price of Securities in respect of which a Purchase Notice or
Fundamental Change Purchase

                                       26
<PAGE>

Notice pursuant to Section 3.2 or Section 3.3(a) has been given, or a specified
percentage thereof, shall be paid by the Company with Cash equal to the
aggregate Purchase Price or Fundamental Change Purchase Price, as the case may
be, of such Securities.

                  (d) Notice of Election. The Company notices of election (a
"Company Notice of Election"), shall be sent to the Holders (and to beneficial
owners if required by applicable law) at their addresses shown in the Security
register maintained by the Registrar, and delivered to the Trustee, not less
than 20 Business Days prior to the Purchase Date (the "Company Notice Date") or
on or before the 30th day after the occurrence of the Fundamental Change, as the
case may be. Each such Company Notice of Election shall contain the following
information.

                  Each Company Notice of Election shall include a form of
Purchase Notice or Fundamental Change Purchase Notice to be completed by a
Holder (in the form of Exhibit A-2 attached hereto) and shall state:

                  (i) the Purchase Price or the Fundamental Change Purchase
         Price and the Conversion Rate;

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

                  (iii) that Securities as to which a Purchase Notice or
         Fundamental Change Purchase Notice has been given may be converted only
         if the Purchase Notice or Fundamental Change Purchase Notice, as
         applicable has been withdrawn in accordance with the terms of this
         Indenture;

                  (iv) that Securities must be surrendered to the Paying Agent
         to collect payment of the Purchase Price or Fundamental Change Purchase
         Price;

                  (v) that the Purchase Price or Fundamental Change Purchase
         Price for any Security as to which a Purchase Notice has been given and
         not withdrawn shall be paid promptly following the later of the
         Purchase Date or Fundamental Change Purchase Date and the time of
         surrender of such Security as described in (iv);

                  (vi) the procedures the Holder must follow under Section 3.2
         and Section 3.3;

                  (vii) briefly, the conversion rights of the Securities;

                  (viii) that, unless the Company defaults in making payment of
         such Purchase Price or Fundamental Change Purchase Price, Accreted
         Value or interest, if any, on Securities covered by any Purchase Notice
         or Fundamental Change Purchase Notice (or interest, if the Securities
         have been converted into Semi-Annual Cash Pay Notes pursuant to Section
         3.8 of this Indenture, if any) will cease to accrue on and after the
         Purchase Date or the Fundamental Change Purchase Date, as the case may
         be;

                  (ix) the CUSIP or ISIN number of the Securities; and

                  (x) the procedures for withdrawing a Purchase Notice or
         Fundamental Change Purchase Notice (including, without limitation, for
         a Conditional Withdrawal).

                                       27
<PAGE>

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

                  (e) Procedure upon Purchase. On or before 11:30 a.m. (New York
City time) on the Purchase Date or Fundamental Change Purchase Date, the Company
shall deposit with the Paying Agent, Cash sufficient to pay the aggregate
Purchase Price or Fundamental Change Purchase Price of, and any accrued and
unpaid interest with respect to, the Securities to be purchased pursuant to
Section 3.2 or Section 3.3. Payment of the Purchase Price or Fundamental Change
Purchase Price for such Security shall be made as soon as practicable following
the later of the Purchase Date or Fundamental Change Purchase Date or the time
of book-entry transfer or delivery of such Security. If the Paying Agent holds,
in accordance with the terms of the Indenture, money or securities sufficient to
pay the Purchase Price or Fundamental Change Purchase Price of such Security on
the Business Day following the Purchase Date or Fundamental Change Purchase
Date, then, on and after such date, such Security shall cease to be outstanding
and Accreted Value and interest, if any, on such Security shall cease to accrue,
whether or not book-entry transfer of such Security is made or such Security is
delivered to the Paying Agent, and all other rights of the Holder shall
terminate (other than the right to receive the Purchase Price or Fundamental
Change Purchase Price upon delivery or transfer of the Security).

                  SECTION 3.4 FURTHER CONDITIONS FOR PURCHASE AT THE OPTION OF
HOLDERS UPON A FUNDAMENTAL CHANGE AND PURCHASE OF SECURITIES AT THE OPTION OF
THE HOLDER.

                  (a) Effect of Purchase Notice or Fundamental Change Purchase
Notice. Upon receipt by the Company of the Purchase Notice or Fundamental Change
Purchase Notice specified in Section 3.3(a) or Section 3.2(c), as applicable,
the Holder of the Security in respect of which such Purchase Notice or
Fundamental Change Purchase Notice, as the case may be, was given shall (unless
such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as
specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Fundamental Change Purchase Price, as the case may
be, with respect to such Security. Such Purchase Price or Fundamental Change
Purchase Price shall be paid to such Holder promptly following the later of (x)
the Purchase Date or the Fundamental Change Purchase Date, as applicable, with
respect to such Security (provided the conditions in Section 3.3(a) or Section
3.2(c), as applicable, have been satisfied) and (y) the time of delivery or
book-entry transfer of such Security to the Paying Agent by the Holder thereof
in the manner required by Section 3.3(a) or Section 3.2(c), as applicable.
Securities in respect of which a Purchase Notice or Fundamental Change Purchase
Notice, as the case may be, has been given by the Holder thereof may not be
converted on or after the date of the delivery of such Purchase Notice (or
Fundamental Change Purchase Notice, as the case may be), unless such Purchase
Notice (or Fundamental Change Purchase Notice, as the case may be) has first
been validly withdrawn as specified in the following two paragraphs.

                  A Purchase Notice or Fundamental Change Purchase Notice, as
the case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent at any time prior to the close of
business on the third Business Day preceding

                                       28
<PAGE>

Purchase Date or the Fundamental Change Purchase Date, as the case may be, to
which it relates specifying:

                  (a) if certificated, the certificate numbers of the Securities
         in respect of which such notice of withdrawal is being submitted;

                  (b) the Principal Amount at Maturity of the Securities with
         respect to which such notice of withdrawal is being submitted; and

                  (c) the Principal Amount at Maturity, if any, of the
         Securities which remain subject to the original Purchase Notice or
         Fundamental Change Purchase Notice, as the case may be, and which has
         been or shall be delivered for purchase by the Company.

                  A written notice of withdrawal of a Purchase Notice or
Fundamental Change Purchase Notice may be in the form of (i) a Conditional
Withdrawal or (ii) a written notice of withdrawal containing the information set
forth in the preceding paragraph and delivered to the Paying Agent as set forth
in the preceding paragraph.

                  There shall be no purchase of any Securities pursuant to
Section 3.2 or Section 3.3 or redemption pursuant to Section 3.1 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 (or Fundamental Change
Purchase Notice, as the case may be) and is continuing an Event of Default
(other than an Event of Default that is cured by the payment of the Purchase
Price or Fundamental Change Purchase Price, as the case may be). The Paying
Agent will promptly return to the respective Holders thereof any Securities (x)
with respect to which a Purchase Notice or Fundamental Change Purchase Notice,
as the case may be, has been withdrawn in compliance with this Indenture, or (y)
held by it during the continuance of an Event of Default (other than an Event of
Default that is cured by the payment of the Purchase Price or Fundamental Change
Purchase Price, as the case may be), in which case, upon such return, the
Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall
be deemed to have been withdrawn.

                  (b) Deposit of Purchase Price or Fundamental Change Purchase
Price. On or before 11:30 a.m. (New York City time) on a Purchase Date or a
Fundamental Change Purchase Date, as the case may be, the Company shall deposit
with the Trustee or with the Paying Agent (or, if the Company or an Affiliate of
the Company is acting as the Paying Agent, shall segregate and hold in trust) an
amount of money sufficient to pay the aggregate Purchase Price or Fundamental
Change Purchase Price, as the case may be, of all the Securities or portions
thereof which are to be purchased as of such Purchase Date or Fundamental Change
Redemption Date, as the case may be.

                  (c) Securities Purchased in Part. Any Security that is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and in the event the Securities are in physical form, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without

                                       29
<PAGE>

service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate Principal Amount at Maturity equal to, and
in exchange for, the portion of the Principal Amount at Maturity of the Security
so surrendered which is not purchased or redeemed.

                  (d) Covenant to Comply with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase Securities under Section
3.2 or 3.3, the Company shall (i) comply with Rules 13e-4, 14e-1 (which terms,
as used herein, include any successor provision thereto) under the Exchange Act,
if then applicable and any other tender offer rules under the Exchange Act which
may then be applicable; (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, if so required; and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Sections 3.2 and 3.3 to be exercised in the time
and in the manner specified in Sections 3.2 and 3.3.

                  (e) Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any Cash that remains unclaimed as provided in
paragraph 13 of the Securities, together with interest that the Trustee has
agreed to pay, if any, or dividends, if any, paid thereon while such shares are
held by the Trustee or the Paying Agent, held by them for the payment of a
Purchase Price or Fundamental Change Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of Cash
deposited by the Company pursuant to Section 3.4(b) exceeds the aggregate
Purchase Price or Fundamental Change Purchase Price, as the case may be, of the
Securities or portions thereof which the Company is obligated to purchase as of
the Purchase Date or Fundamental Change Purchase Date, as the case may be, then
promptly after the Business Day following the Purchase Date or Fundamental
Change Purchase Date, as the case may be, the Trustee and the Paying Agent shall
return any such excess to the Company together with interest, if any, that the
Trustee has agreed to pay, if any, or dividends, if any, paid thereon while such
Cash or shares are held by the Trustee or the Paying Agent.

                  SECTION 3.5 CONVERSION OF SECURITIES.

                  (a) Right to Convert. A Holder of a Security may convert such
Security at any time during which the conditions stated in paragraph 8 of the
Securities are met. The number of shares of Common Stock issuable upon
conversion of a Security per $1,000 of Principal Amount at Maturity (the
"Conversion Rate") shall be that set forth in paragraph 8 in the Securities,
subject to adjustment as herein set forth.

                  A Holder may convert a portion of the Principal Amount at
Maturity of a Security if the portion is $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

                  (b) Conversion Procedures. A Holder may convert a Security at
any time from and after the time at which any of the conditions described in
paragraph 8 of the Securities have been met, provided that the Holder fulfills
the following requirements: (1) complete and manually sign the conversion notice
on the back of the Security (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent at the office maintained
by the Conversion Agent for such purpose; (2) surrender the Security to the

                                       30
<PAGE>

Conversion Agent; (3) furnish appropriate endorsements and transfer documents if
required by the Conversion Agent, the Company or the Trustee; and (4) pay any
transfer or similar tax, if required. The date on which the Holder of Securities
satisfies all those requirements is the conversion date (the "Conversion Date").
Except as provided in Section 3.6, as soon as practicable, but in no event later
than the fifth Business Day following the Conversion Date, the Company shall
deliver to the Holder, through the Conversion Agent, a certificate for the
number of full shares of Common Stock issuable upon the conversion and Cash in
lieu of any fractional share determined pursuant to Section 3.5(c). If shares of
Common Stock are to be delivered as consideration pursuant to this Section 3.5
or Section 3.6, then the person in whose name the certificate representing the
shares of Common Stock issuable upon conversion is registered shall be treated
as a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

                  No payment or adjustment shall be made for dividends on or
other distributions with respect to any Common Stock except as provided in
Section 3.7. On conversion of a Security, that portion of Accreted Value (or
interest, if the Company has exercised its option to convert the Securities to
Semi-Annual Cash Pay Notes pursuant to Section 3.9) attributable to the period
from the Issue Date of the Security (or if the Company has exercised its option
to convert the Securities to Semi-Annual Cash Pay Notes pursuant to Section 3.9
the later of (x) the date of such exercise and (y) the date on which interest
was last paid) to the Conversion Date shall not be canceled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of Cash in exchange for the Security being converted pursuant
to the provisions hereof.

                  If a Holder converts more than one Security at the same time,
the number of shares of Common Stock issuable upon the conversion shall be based
on the total Principal Amount at Maturity of the Securities converted.

                  Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security in an authorized denomination equal in Principal Amount
at Maturity (or the Restated Principal Amount, if applicable) to the unconverted
portion of the Security surrendered.

                  If the last day on which a Security may be converted is not a
Business Day the Security may be surrendered to the Conversion Agent on the next
succeeding day that is a Business Day.

                                       31
<PAGE>

                  (c) Cash Payments in Lieu of Fractional Shares. The Company
shall not issue fractional shares of Common Stock upon conversion of a Security,
but shall instead deliver an amount in Cash equal to the current market value of
any fractional share, determined to the nearest 1/10,000th of a share by
multiplying the Sale Price of a full share of Common Stock on the Trading Day
immediately preceding the Conversion Date by the fractional amount involved in a
given conversion and rounding the product to the nearest whole cent. If a Holder
converts more than one Security at the same time, the amount of cash paid for
the current market value of the fractional share upon the conversion shall be
based on the total Principal Amount at Maturity of the Securities converted.

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

                  (e) Company to Provide Stock. The Company shall, prior to
issuance of any Securities hereunder, and from time to time as may be necessary,
reserve out of its authorized but unissued Common Stock a sufficient number of
shares of Common Stock to permit the conversion of the Securities. All shares of
Common Stock delivered upon conversion of the Securities shall be newly issued
shares or treasury shares, shall be duly and validly issued and fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim. The Company shall endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon the conversion of Securities, if any, and shall cause to have listed
or quoted all such shares of Common Stock on each U.S. national securities
exchange or over-the-counter or other domestic market on which the Common Stock
is listed or quoted at the time of conversion.

                  SECTION 3.6 CASH CONVERSION OPTION.

                  If a Holder elects to convert all or any portion of a
Security, the Company shall satisfy its conversion obligation (the "Conversion
Obligation") as set forth below. Settlement will occur on the Business Day
following the final day of the 10 Trading Day period beginning on the day
following receipt of written notice of conversion as specified in Section 3.5
(the "Cash Settlement Averaging Period").

                  (i) Settlement amounts will be computed as follows:

                           (A) the Company will deliver Cash to such Holder in
                  an amount equal to the Accreted Value on the Conversion Date
                  of the Securities to be converted, and

                                       32
<PAGE>

                           (B) the Company will deliver Cash and/or shares of
                  Common Stock (at the Company's option) equal to (I) the
                  product of (a) (i) the aggregate original principal amount at
                  maturity of the Securities to be converted divided by 1,000,
                  multiplied by (ii) the Conversion Rate (the "Total Share
                  Amount") and (b) the average Sale Price of the Common Stock
                  during the Cash Settlement Averaging Period on the New York
                  Stock Exchange, less (II) the Accreted Value of such
                  Securities on the Conversion Date (which shall be paid in Cash
                  pursuant to Section 3.6(i)(A) above) (the "Excess Amount").

                  (ii) The Excess Amount shall be payable, at the Company's
         option, as follows:

                           (A) in Cash equal to the portion of the Excess Amount
                  the Company elects to pay in Cash (the "Cash Amount"), if any;
                  and

                           (B) a number of shares of Common Stock, if any, equal
                  to the sum of the excess, if any, for each of the 10 Trading
                  Days during the Cash Settlement Averaging Period, of one-tenth
                  (1/10) of the Total Share Amount over (x) one-tenth (1/10) of
                  the sum of the Cash Amount and the Accreted Value divided by
                  (y) the average Sale Price of the Common Stock on such day.

                  Notwithstanding the foregoing, a Security in respect of which
a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted as described in Section 3.5 or this Section 3.6 only
if such notice of exercise is withdrawn in accordance with Section 3.3 hereof.

                  Settlement will occur on the Business Day following the final
day of such Cash Settlement Averaging Period.

                  SECTION 3.7 ADJUSTMENTS TO CONVERSION RATE.

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

                  (a) In case the Company shall (i) pay a dividend, or make a
distribution, on its Common Stock payable in shares of Common Stock or other
Capital Stock of the Company or its Subsidiaries; (ii) subdivide its outstanding
Common Stock into a greater number of shares; or (iii) combine its outstanding
Common Stock into a smaller number of shares, the Conversion Rate in effect
immediately prior thereto 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 or have been entitled
to receive after the happening of any of the events described above had such
Security been converted immediately prior to the happening of such event. If any
dividend or distribution of the type described in clause (i) above is not so
paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate
which would then be in effect if such dividend or distribution had not been
declared. An adjustment made pursuant to this Section 3.7 shall become effective
immediately

                                       33
<PAGE>

after the relevant Common Stock Record Date in the case of a dividend and shall
become effective immediately after the relevant effective date in the case of a
subdivision or combination.

                  (b) In case the Company shall issue rights or warrants to all
holders of any class or series of its Common Stock entitling them (for a period
expiring within 60 days after the date fixed for determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase Common
Stock at a price per share less than the Sale Price per share of Common Stock on
the day preceding the date of announcement of the Common Stock Record Date for
the determination of stockholders entitled to receive such rights or warrants,
the Conversion Rate in effect immediately prior to the date of the issuance of
such rights or warrants shall be adjusted by multiplying such Conversion Rate by
a fraction of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants plus the number
of additional shares of Common Stock offered for subscription or purchase, and
of which the denominator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants plus the number
of shares which the aggregate exercise price of the total number of rights or
warrants so offered would purchase at such Sale Price. Such an adjustment shall
be made whenever any such rights or warrants are issued, and shall become
effective immediately after the opening of business on the day following the
Common Stock Record Date for the determination of the stockholders entitled to
receive such rights or warrants. To the extent that shares of Common Stock are
not delivered after the expiration of such rights or warrants, the Conversion
Rate shall be readjusted to the Conversion Rate which would have been in effect
had the adjustments made upon the issuance of such rights or warrants been made
on the basis of delivery of only the number of shares of Common Stock actually
delivered. If such rights or warrants are not so issued, the Conversion Rate
shall revert to the Conversion Rate which would be in effect if such Common
Stock Record Date for the determination of stockholders entitled to receive such
rights or warrants had not been fixed. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of Common Stock
at a price that is less than Sale Price, and in determining the aggregate
offering price of such shares of Common Stock, the value of any consideration
(if other than Cash, to be determined by the Board of Directors) received by the
Company for such rights or warrants shall be taken into account.

                  (c) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock (excluding any distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary) any evidences of its indebtedness or assets
(other than Cash) or rights or warrants to subscribe for or purchase any of its
securities (excluding those referred to in Section 3.7(b)) (any of the foregoing
hereinafter in this Section 3.7(c) called the "Distributed Securities"), then,
the Conversion Rate in effect immediately prior to the date of such distribution
shall be adjusted by multiplying such Conversion Rate by a fraction of which the
numerator shall be the Market Price per share of the Common Stock on the
relevant Common Stock Record Date (as described below), and the denominator
shall be the Market Price per share of the Common Stock on such Common Stock
Record Date less the fair market value (as so determined by the Board of
Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) on such Common Stock Record Date of the
Distributed Securities so distributed with respect to one share of Common Stock.
Such adjustment shall become effective immediately after the

                                       34
<PAGE>

Common Stock Record Date for the determination of stockholders entitled to
receive such distribution. Notwithstanding the foregoing, in the event (a) the
fair market value (as so determined) of the portion of the Distributed
Securities so distributed applicable to one share of Common Stock is equal to or
greater than the Market Price of the Common Stock on the Common Stock Record
Date or (b) such Market Price exceeds the fair market value of such Distributed
Securities by less than $1.00, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall have the right to receive upon
conversion the amount of Distributed Securities such Holder would have received
had such Holder converted each Security on such Common Stock Record Date. In the
event that such distribution is not so paid or made, the Conversion Rate shall
again be adjusted to the Conversion Rate which would then be in effect if such
distribution had not been declared. If the Board of Directors determines the
fair market value of any distribution for purposes of this Section 3.7(c) by
reference to the actual or when-issued trading market for any securities, it
must in doing so consider the prices in such market on the same day used in
computing the Sale Price of the Common Stock.

                  Notwithstanding the foregoing provisions of this Section
3.7(c), no adjustment shall be made hereunder for any distribution of
Distributed Securities if the Company makes proper provision so that each Holder
of a Security who converts such Security (or any portion thereof) after the
Common Stock Record Date for such distribution shall be entitled to receive upon
such conversion, in addition to the shares of Common Stock issuable upon such
conversion, the amount and kind of Distributed Securities that such Holder would
have been entitled to receive if such Holder had, immediately prior to such
Common Stock Record Date, converted such Security for Common Stock; provided
that, with respect to any Distributed Securities that are convertible,
exchangeable or exercisable, the foregoing provision shall apply only to the
extent (and so long as) the Distributed Securities receivable upon conversion of
such Security would be convertible, exchangeable or exercisable, as applicable,
without any loss of rights or privileges for a period of at least 60 days
following conversion of such Security.

                  Upon conversion of the Securities the Holders shall receive,
in addition to the Common Stock issuable upon such conversion, any rights issued
under any future stockholder rights plan the Company implements (notwithstanding
the occurrence of an event causing such rights to separate from the Common Stock
at or prior to the time of conversion).

                  (d) In case the Company shall, by dividend or otherwise,
distribute to all holders of any class of its Common Stock Cash (excluding any
Cash that is distributed upon a merger or consolidation to which Section 3.8(f)
applies) in an aggregate amount per share that, combined together with (i) the
aggregate amount per share of any other such distributions to all holders of any
class of its Common Stock made exclusively in Cash within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to this Section 3.7(d) has been made, and (ii) the aggregate
amount per share of any Cash plus the fair market value (as so determined by the
Board of Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) of any other consideration payable in
respect of any tender offer by the Company for all or any portion of any class
of its Common Stock concluded within the 12 months preceding the date of payment
of such distribution, and in respect of which no adjustment pursuant to Section
3.7(e) has been made, exceeds 15% of the Sale Price of the Common Stock on the
day preceding the date of declaration of such dividend or distribution, then,
and in each such case, immediately after the close of

                                       35
<PAGE>

business on such date, the Conversion Rate in effect immediately prior to the
Common Stock Record Date shall be adjusted by multiplying such Conversion Rate
by a fraction of which the numerator shall be the Market Price per share of the
Common Stock and the denominator shall be the Market Price of the Common Stock
less the amount of Cash and the fair market value (as so determined) of such
other consideration so distributed (and not excluded as provided above)
applicable to one share of Common Stock, such increase to be effective
immediately prior to the opening of business on the day following the Common
Stock Record Date; provided that, if the portion of the Cash so distributed
applicable to one share of Common Stock is (i) equal to or greater than the
Market Price of the Common Stock on the day preceding the date of declaration of
such dividend or distribution or (ii) the Market Price of the Common Stock on
the day preceding the date of declaration of such dividend or distribution is
greater than the fair market value of the consideration distributed pursuant to
Section 3.7(e) by less than $1.00, then, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder shall have the right to
receive upon conversion, in addition to the shares of Common Stock, such Cash
and other consideration the Holder would have received had such Holder converted
such Security immediately prior to such Common Stock Record Date. If such
dividend or distribution is not so paid or made, the Conversion Rate shall
revert to the Conversion Rate that would have been in effect if such dividend or
distribution had not been declared. If any adjustment is required to be made as
set forth in this Section 3.7(d) as a result of a distribution that is a
quarterly dividend, such adjustment shall be based upon the amount by which such
distribution exceeds the amount of the quarterly cash dividend permitted to be
excluded pursuant hereto. If an adjustment is required to be made as set forth
in this Section 3.7(d) as a result of a distribution that is not a quarterly
dividend, such adjustment shall be based upon the full amount of the
distribution.

                  (e) In case a tender offer made by the Company or any of its
Subsidiaries for all or any portion of any class of its Common Stock expires and
such tender offer (as amended upon the expiration thereof) requires the payment
to stockholders (based on the acceptance (up to any maximum specified in the
terms of the tender offer) of purchased shares) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) that, combined together with (a) the aggregate of the Cash plus the
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors), as
of the expiration of a tender offer, of consideration payable in respect of any
other tender offers by the Company or any of its Subsidiaries for all or any
portion of any class of the Common Stock expiring within the 12 months preceding
the expiration of such tender offer and in respect of which no adjustment
pursuant to this Section 3.7(e) has been made, and (b) the aggregate amount of
any distributions to all holders of the Common Stock made exclusively in Cash
within 12 months preceding the expiration of such tender offer and in respect of
which no adjustment pursuant to Section 3.7(d) has been made (except as excluded
by the first parenthetical phrase thereof), exceeds 15% of the product of the
Market Price (determined as provided herein) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) and the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the Trading Day next
succeeding the Expiration Time, the Conversion Rate in effect immediately prior
to such time shall be adjusted by multiplying such Conversion Rate by a fraction
of which the numerator shall be the sum of (x) the fair market value (determined
as described above) of the aggregate consideration

                                       36
<PAGE>

payable to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender or exchanged offer) of all shares validly tendered or
exchanged and not withdrawn as of the Expiration Time (the shares deemed so
accepted, up to any such maximum, being referred to as the "Purchased Shares")
and (y) the product of the number of shares of Common Stock outstanding (less
any Purchased Shares) at the Expiration Time and the Market Price of the Common
Stock on the Trading Day next succeeding the Expiration Time and the denominator
shall be the number of shares of Common Stock outstanding (including any
Purchased shares) on the Expiration Time multiplied by the Market Price of the
Common Stock on the Trading Day next succeeding the Expiration Time. If the
Company is obligated to purchase shares pursuant to any such tender offer, but
the Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall revert
to the Conversion Rate which would have been in effect if such tender offer had
not been made.

                  (f) For purposes of this Section 3.7, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
shall not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

                  SECTION 3.8 MISCELLANEOUS PROVISIONS RELATING TO CONVERSION.

                  (a) When Adjustment May be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate then in effect; provided that any
adjustment that would otherwise be required to be made shall be carried forward
and taken into account in any subsequent adjustment. Except as stated in Section
3.7, the Conversion Rate will not be adjusted for the issuance of Common Stock
or any securities convertible into or exchangeable for Common Stock or carrying
the right to purchase any of the foregoing. Any adjustments that are made shall
be carried forward and taken into account any subsequent adjustment. All
calculations under Section 3.7 shall be made to the nearest cent or to the
nearest 1/10,000th of a share, as the case may be.

                  (b) When No Adjustment Required. No adjustment need be made
for rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest. No adjustment need be made for a change in the par
value or no par value of the Common Stock. To the extent the Securities become
convertible into cash, assets, property or securities (other than Capital Stock
of the Company), no adjustment need be made thereafter as to the cash, assets,
property or such securities. Interest shall not accrue on the Cash.

                  No adjustment need be made for a transaction referred to in
Section 3.7(a), (b), (c), (d) or (e) if Holders are to participate in the
transaction (without exercising their conversion option) on a basis and with
notice that the Board of Directors determines to be fair and appropriate in
light of the basis and notice on which holders of Common Stock participate in
the transaction. Such participation by Holders may include participation in the
transaction upon conversion of their Security by the Holder provided that an
adjustment shall be made at such time as the Holder is not entitled to
participate on the basis described in the prior sentence.

                                       37
<PAGE>

                  (c) Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly provide to Holders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice. The certificate shall, absent manifest error, be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

                  (d) Voluntary Increase. The Company may make such increases in
the Conversion Rate, in addition to those required by Section 3.7, as the Board
of Directors considers advisable to avoid or diminish any income tax to holders
of Common Stock or rights to purchase Common Stock resulting from any dividend
or distribution of stock (or rights to acquire stock) or from any event treated
as such for income tax purposes. To the extent permitted by applicable law, the
Company may from time to time increase the Conversion Rate by any amount for any
period of time if the Board of Directors shall have made a determination that
such increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is so increased, the Company
shall mail to Holders and file with the Trustee and the Conversion Agent a
notice of such increase. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof. The Company shall
mail the notice at least 15 days before the date the increased Conversion Rate
takes affect. The Notice shall state the increased Conversion Rate and the
period it shall be in effect.

                  (e) Notice to Holders Prior to Certain Actions. In case:

                  (i) the Company shall take any action that would require an
         adjustment in the Conversion Rate pursuant to Section 3.7(a), (b), (c),
         (d) or (e) (unless no adjustment is to occur pursuant to Section 3.8(b)
         or Section 3.8(f)); or;

                  (ii) of the voluntary or involuntary dissolution, liquidation
         or winding-up of the Company,

                  the Company shall cause to be filed with the Trustee and to be
                  provided to Holders of Securities, as promptly as possible but
                  in any event at least 15 days prior to the applicable date
                  hereinafter specified, a notice stating (x) the date on which
                  a record is to be taken for the purpose of such dividend,
                  distribution or rights or warrants, or, if a record is not to
                  be taken, the date as of which the holders of Common Stock of
                  record to be entitled to such dividend, distribution, or
                  rights or warrants are to be determined or (y) the date on
                  which such reclassification, consolidation, merger, sale,
                  transfer, dissolution, liquidation or winding-up is expected
                  to become effective or occur, and the date as of which it is
                  expected that holders of Common Stock of record shall be
                  entitled to exchange their Common Stock for securities or
                  other property deliverable upon such reclassification,
                  consolidation, merger, sale, transfer, dissolution,
                  liquidation or winding-up. Failure to give such Notice, or any
                  defect therein, shall not affect the legality or validity of
                  such dividend,

                                       38
<PAGE>

                  distribution, reclassification, consolidation, merger, sale,
                  transfer, dissolution, liquidation or winding-up.

                  (f) Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination); (ii) any consolidation, merger or combination of
the Company with another corporation as a result of which holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including Cash) with respect to or in exchange for such Common Stock; or (iii)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including Cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing corporation, as
the case may be, shall execute with the Trustee a supplemental indenture,
providing that each Security shall be convertible into the kind and amount of
shares of stock and other securities or property or assets (including Cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Securities immediately prior to such
reclassification, change, consolidation, merger, combination, sale or
conveyance. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 3.8(f).

                  The Company shall cause notice of the execution of such
supplemental indenture to be provided to Holders of Securities, within 20 days
after execution thereof. Failure to deliver such notice shall not affect the
legality or validity of such supplemental indenture.

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

                  If this Section 3.8(f) applies to any event or occurrence,
Section 3.7 shall not apply.

                  (g) Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to either calculate the Conversion Rate or determine
whether any facts exist which may require any adjustment of the Conversion Rate,
or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same and shall be
protected in relying upon an Officer's Certificate with respect to the same. The
Trustee and any other Conversion Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at any time be issued or delivered upon
the conversion of any Security and the Trustee and any other Conversion Agent
make no representations with respect thereto. Subject to the provisions of
Article VII of this Indenture, neither the Trustee nor any Conversion Agent
shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or Cash upon the surrender of any Security for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in

                                       39
<PAGE>

this Section. Without limiting the generality of the foregoing, neither the
Trustee nor any Conversion Agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 3.8(f) relating either to the kind or amount of
shares of stock or securities or property (including Cash) receivable by Holders
upon the conversion of their Securities after any event referred to in such
Section 3.8(f) or to any adjustment to be made with respect thereto, but,
subject to the provisions of Article VII of this Indenture, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officer's Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

                  (h) Simultaneous Adjustments. In the event that Sections 3.7
and 3.8 require adjustments to the Conversion Rate under more than one of
Section 3.7(a), (b), (c) or (d), and the Common Stock Record Dates for the
distributions giving rise to such adjustments shall occur on the same date, then
such adjustments shall be made by applying, first, the provisions of Section
3.7(c), second, the provisions of Section 3.7(d), third, the provisions of
Section 3.7(a), and fourth, the provisions of Section 3.7(b).

                  (i) Successive Adjustments. After an adjustment to the
Conversion Rate under Sections 3.7 or 3.8, any subsequent event requiring an
adjustment under Sections 3.7 or 3.8 shall cause an adjustment to the Conversion
Rate as so adjusted.

                  (j) General Considerations. Whenever successive adjustments to
the Conversion Rate are called for pursuant to Sections 3.7 or 3.8, such
adjustments shall be made to the Sale Price or Market Price as may be necessary
or appropriate to effectuate the intent of Sections 3.5, 3.6, 3.7 or 3.8 and to
avoid unjust or inequitable results as determined in good faith by the Board of
Directors.

                  SECTION 3.9 OPTIONAL CONVERSION TO SEMI-ANNUAL CASH PAY NOTE
UPON TAX EVENT.

                  From and after (i) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (ii) the date the Company exercises its option set
forth in this Section 3.9, whichever is later (the "Option Exercise Date"), at
the option of the Company, cash interest in lieu of future Accreted Value shall
accrue at the rate of 1.250% per annum on a restated principal amount per $1,000
original Principal Amount at Maturity (the "Restated Principal Amount") equal to
its Accreted Value on the Option Exercise Date and shall be payable
semi-annually on May 6 and November 6 of each year (each an "Interest Payment
Date") to holders of record at the close of business on October 15 and April 15
and (each a "Regular Record Date") immediately preceding such Interest Payment
Date. Interest will be computed on the basis of a 360-day year comprising twelve
30-day months and will accrue from the most recent date on which interest has
been paid or, if no interest has been paid, from the Option Exercise Date.
Within 15 days of an Option Exercise Date, the Company shall deliver a written
notice of such Option Exercise Date by facsimile and first-class mail to the
Trustee and provide notice to the Holders of the Securities. From and after the
Option Exercise Date, the Company shall be obligated to pay at Maturity or upon
a Redemption Date, Purchase Date or Fundamental Change Purchase Date, in lieu of
the Principal Amount at Maturity or Accreted Value, as applicable, of a
Security, the Restated

                                       40
<PAGE>

Principal Amount thereof plus accrued and unpaid interest. Securities
authenticated and delivered after the Option Exercise Date may, and shall if
required by the Trustee, bear a notation in a form approved by the Trustee as to
the conversion of the Securities to Semi-Annual Cash Pay Notes.

                  SECTION 3.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT FOR U.S.
FEDERAL INCOME TAX PURPOSES.

                  The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of Original Issue
Discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such Original Issue Discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                  SECTION 3.11 PAYMENT OF INTEREST.

                  (a) Paying Agent To Hold Money in Trust. Prior to 11:30 a.m.
(New York City time) on any applicable Interest Payment Date, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary of the Company
is acting as Paying Agent, segregate and hold in trust for the benefit of the
persons entitled thereto) a sum sufficient to pay semi-annual interest when due.
The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal or
interest on the Securities and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  (b) Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Company
shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at
least five Business Days 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
Holders.

                  (c) Payment of Interest; Interest Rights Preserved. (i)
Semi-annual interest on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Security is registered at the close of business on the Regular
Record Date or accrual date, as the case may be, for such interest at the office
or agency of the Company maintained for such purpose. Each installment of
semi-annual interest on any Security shall be paid in same-day funds by transfer
to an account maintained by the payee located inside the United States. In the
case of a Global Security, semi-annual interest payable on any applicable
Interest Payment Date will be paid to the Depositary, with respect to that
portion of such Global Security held for its account by Cede & Co. for the
purpose of

                                       41
<PAGE>

permitting such party to credit the interest received by it in respect of such
Global Security to the accounts of the beneficial owners thereof.

                  (ii) Except as otherwise specified with respect to the
Securities, any semi-annual interest on any Security that is payable, but is not
punctually paid or duly provided for, within 30 days following any applicable
payment date (herein called "Defaulted Interest," which term shall include any
accrued and unpaid interest that has accrued on such defaulted amount in
accordance with paragraph 1 of the Securities), shall forthwith cease to be
payable to the registered Holder thereof on the relevant Regular Record Date or
accrual date, as the case may be, by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (A) or (B) below.

                  (A) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities are registered at
         the close of business on a date for the payment of such Defaulted
         Interest (the "Special Record Date"), which shall be fixed in the
         following manner: The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         and the date of the proposed payment (which shall not be less than 20
         days after such notice is received by the Trustee), and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit on or prior to the date of the proposed
         payment, such money when deposited to be held in trust for the benefit
         of the persons entitled to such Defaulted Interest as in this clause
         provided. Thereupon the Trustee shall fix a Special Record Date for the
         payment of such Defaulted Interest which shall be not more than 15 days
         and not less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company of
         such Special Record Date and, in the name and at the expense of the
         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to each Holder of Securities at its address as it
         appears on the list of Holders maintained pursuant to this Indenture
         not less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest shall
         be paid to the Persons in whose names the Securities are registered at
         the close of business on such Special Record Date and shall no longer
         be payable pursuant to the following clause (B).

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

                  Subject to the foregoing provisions of this Section 3.11, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other

                                       42
<PAGE>

Security shall carry the rights to semi-annual interest accrued and unpaid to,
and to accrue, which were carried by such other Security.

                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.1 PAYMENT OF PRINCIPAL AND INTEREST.

                  The Company covenants and agrees for the benefit of the
Holders of the Securities that it will duly and punctually make all payments in
respect of the Securities in accordance with the terms of such Securities and
this Indenture. All payments in respect of the Securities represented by a
Global Security (including the payment of the Principal Amount at Maturity.
Restated Principal Amount (if the Securities have been converted to Semi-Annual
Cash Pay Notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event), the Redemption Price. Purchase Price or Fundamental Change Purchase
Price shall be made by wire transfer of immediately available funds to the
accounts specified by the Holder of the Global Security.

                  SECTION 4.2 SEC AND OTHER REPORTS.

                  The Company shall deliver to the Trustee within 15 days after
it files them with the SEC copies of its 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 15(d) of the Exchange Act. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall at the request of any
Holder (or holders of shares of Common Shares issued upon conversion of such
Securities provide to such holder (or holder of such shares) and any prospective
purchase designated by such Holder (or holder of such shares), as the case may
be, such information, if any, required by Rule 144A(d)(4) under the Securities
Act. The Company also shall comply with the other provisions of TIA Section
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein 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 an Officers' Certificate).

                  SECTION 4.3 COMPLIANCE CERTIFICATE.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, an Officers' Certificate
stating that in the course of the performance by the signers of their duties as
Officers of the Company they would normally have knowledge of whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge, after due inquiry, no
Default or Event of Default has occurred (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge).

                                       43
<PAGE>

                  The Company will, so long as any of the Securities are
outstanding, upon becoming aware of any Default or Event of Default deliver to
the Trustee, an Officers' Certificate describing such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

                  SECTION 4.4 WAIVER OF STAY, EXTENSION OR USURY LAWS

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury or other law wherever enacted, now or at any time hereafter in
force, which would prohibit or forgive the Company from paying all or any
portion of the Principal Amount at Maturity, Restated Principal Amount (if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event), Accreted Value, accrued interest (if the Securities have been converted
to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption Price,
Purchase Price, or Fundamental Change Purchase Price in respect of the
Securities, or any interest on such amounts, as contemplated herein, or which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                  SECTION 4.5 CORPORATE EXISTENCE.

                  Subject to Article V, 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 rights (charter and statutory), licenses and franchises of the
Company; provided, however, that the Company shall not be required to preserve
any such right, license or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and that the loss
thereof is not adverse in any material respect to the Holders.

                  SECTION 4.6 TAXES.

                  The Company shall pay prior to delinquency all taxes,
assessments and governmental levies, except as contested in good faith and by
appropriate proceedings.

                                    ARTICLE V

                                   SUCCESSORS

                  SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS

                  The Company shall not consolidate with or merge with or into
any other person or convey, transfer or lease all or substantially all of its
properties and assets to any person, unless:

                  (a) either (1) the Company shall be the continuing corporation
or (2) the person (if other than the Company) formed by such consolidation or
into which the Company is merged

                                       44
<PAGE>

or the person which acquires by conveyance, transfer or lease the properties and
assets of the Company substantially as an entirety (i) shall be organized and
validly existing under the laws of (x) the United States of America, any State
thereof or the District of Columbia, (y) any member country of the European
Union, or (z) any other country if the organization and existence of the person
formed by such consolidation in such country not impair the rights of Holders,
and (ii) shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture;

                  (b) immediately after giving effect to such transaction, no
Default shall have occurred and be continuing.

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

                  SECTION 5.2 SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  SECTION 6.1 EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein with respect to the
Securities, means any one of the following events:

                  (a) default in the payment, with respect to the Securities,
when such becomes due and payable of:

                           (1)      the Principal Amount at Maturity; or

                           (2)      the Restated Principal Amount (if the
                                    Securities have been converted to
                                    Semi-Annual Cash-Pay Notes following at Tax
                                    Event); or

                                       45
<PAGE>

                           (3)      the Accreted Value; or

                           (4)      accrued interest (if the Securities have
                                    been converted to Semi-Annual Cash Pay Notes
                                    following a Tax Event); or

                           (5)      the Redemption Price; or

                           (6)      the Purchase Price; or

                           (7)      the Fundamental Change Purchase Price; or

                  (b) default in the performance or breach of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty for
which the consequences of nonperformance or breach are addressed elsewhere in
this Section 6.1), which default continues uncured for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of not less than a
majority in Principal Amount at Maturity of the outstanding Securities, a
written notice specifying such default or breach, requesting it be remedied and
stating that such notice is a "Notice of Default" hereunder; or

                  (c) (1) continuing failure of the Company to make any payment
by the end of any applicable grace period after maturity of Indebtedness in an
amount in excess of $75,000,000, or (2) the acceleration of Indebtedness in an
amount in excess of $75,000,000 because of a default with respect thereto, which
Indebtedness shall not have been discharged or which acceleration shall not have
been cured, waived, rescinded or annulled, in the case of (1) or (2) above, for
a period of 30 days after written notice to the Company by the Trustee or to the
Company and the Trustee by the Holders of not less than 25% in Principal Amount
at Maturity of the outstanding Securities; provided, however, that if any such
failure or acceleration referred to in (1) or (2) above shall cease or be cured,
waived, rescinded or annulled, then the Event of Default shall be deemed not to
have occurred; or

                  (d) the Company pursuant to or within the meaning of any
Bankruptcy Law:

                           (1)      commences a voluntary case or proceeding;

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

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

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

                           (5)      generally is unable to pay its debts as the
                                    same become due; or

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

                                       46
<PAGE>

                           (1)      is for relief against the Company in an
                                    involuntary case,

                           (2)      appoints a Custodian of the Company or for
                                    all or substantially all of its property, or

                           (3)      orders the liquidation of the Company, and
                                    the order or decree remains unstayed and in
                                    effect for 60 days.

                  "Bankruptcy Law" means title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

                  SECTION 6.2 ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT.

                  If an Event of Default with respect to the Securities at the
time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(d) or (e)), then in every such case the Trustee or
the Holders of not less than 25% in aggregate Principal Amount at Maturity of
the outstanding Securities may declare the Accreted Value of the Securities (or
if the Securities have been converted to Semi-Annual Cash Pay Notes following a
Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such Accreted
Value (or if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event, the Restated Principal Amount, plus accrued and unpaid
interest) shall become immediately due and payable. If an Event of Default
specified in Section 6.1(d) or (e) shall occur, the Accreted Value (or if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event, the Restated Principal Amount, plus accrued and unpaid interest) of all
outstanding 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.

                  At any time after such a declaration of acceleration with
respect to the Securities has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in Principal Amount of Maturity of
the outstanding Securities, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if all Events of
Default with respect to Securities, other than the non-payment of the Accreted
Value of the Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 6.13.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereon.

                                       47
<PAGE>

                  SECTION 6.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if:

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

                  (b) default is made when due and payable in the payment of
Principal Amount at Maturity, Restated Principal Amount (if the Securities have
been converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted
Value, accrued interest (if the Securities have been converted to Semi-Annual
Cash Pay Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price of any Security at the Maturity thereof; or

then, the Company will, upon demand by the Trustee, pay to it, for the benefit
of the Holders of such Securities, the full amount then due and payable on such
Securities to the extent that such payment shall be legally enforceable, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

                  SECTION 6.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal Amount at
Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value, accrued
interest (if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax Event), the Redemption Price, Purchase Price, or Fundamental
Change Purchase Price in respect of the Securities shall be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the

                                       48
<PAGE>

Trustee shall have any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (a) to file and prove a claim for the whole amount Principal
Amount at Maturity, Restated Principal Amount (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value,
accrued interest (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), the Redemption Price, Purchase Price or
Fundamental Change Purchase Price owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

                  (b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
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 7.7.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
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.

                  SECTION 6.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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

                  SECTION 6.6 APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of Principal
Amount at Maturity, Restated Principal Amount (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value,
accrued interest (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price

                                       49
<PAGE>

upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                  First: To the payment of all amounts due the Trustee under
Section 7.7; and

                  Second: To the payment of the amounts then due and unpaid for
Principal Amount at Maturity, Restated Principal Amount (if the Securities have
been converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted
Value, accrued interest (if the Securities have been converted to Semi-Annual
Cash Pay Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
Principal Amount at Maturity, Restated Principal Amount (if the Securities have
been converted to Semi-Annual Cash Pay Notes following a Tax Event), Accreted
Value, accrued interest (if the Securities have been converted to Semi-Annual
Cash Pay Notes following a Tax Event), the Redemption Price, Purchase Price, or
Fundamental Change Purchase Price, respectively; and

                  Third: To the Company.

                  SECTION 6.7 LIMITATION ON SUITS.

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

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

                  (b) the Holders of at least 25% in Principal Amount at
Maturity of the outstanding Securities shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

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

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

                  (e) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in Principal Amount at Maturity of the outstanding Securities; its being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

                                       50
<PAGE>

                  SECTION 6.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the Principal Amount at Maturity, Restated
Principal Amount (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event), the Redemption Price, Purchase Price, or Fundamental Change Purchase
Price in respect of such Security on or after the respective due dates expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to
convert the Securities in accordance with Article III, or to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                  SECTION 6.9 RESTORATION OF RIGHTS AND REMEDIES.

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

                  SECTION 6.10 RIGHTS AND REMEDIES CUMULATIVE.

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

                  SECTION 6.11 DELAY OR OMISSION NOT WAIVER.

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

                  SECTION 6.12 CONTROL BY HOLDERS.

                  The Holders of a majority in Principal Amount at Maturity of
the outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding

                                       51
<PAGE>

for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to such Securities, provided that:

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

                  (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (c) subject to the provisions of Section 6.1, the Trustee
shall have the right to decline to follow any such direction if a Responsible
Officer of the Trustee shall determine in good faith that the proceeding so
directed could subject the Trustee to personal liability.

                  SECTION 6.13 WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in Principal Amount at
Maturity of the outstanding Securities may on behalf of the Holders of all the
Securities waive any past Default hereunder and its consequences, except a
Default (i) in the payment of the Principal Amount at Maturity, Restated
Principal Amount (if the Securities have been converted to Semi-Annual Cash Pay
Notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have been converted to Semi-Annual Cash Pay Notes following a Tax
Event), the Redemption Price, Purchase Price, or Fundamental Change Purchase
Price in respect of any Security (provided, however, that the Holders of a
majority in Principal Amount at Maturity of the outstanding Securities may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration) or (ii) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of
the Holder of each outstanding Security affected. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

                  SECTION 6.14 UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by its acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in Principal
Amount at Maturity of the outstanding Securities, or to any suit instituted by
any Holder for the enforcement of the payment of the Principal Amount at
Maturity, Restated Principal Amount (if the Securities have been converted to
Semi-Annual Cash Pay Notes following a Tax Event), Accreted Value, accrued
interest (if the Securities have been converted to Semi-Annual Cash Pay Notes
following a Tax

                                       52
<PAGE>

Event), the Redemption Price, Purchase Price, or Fundamental Change Purchase
Price in respect of any Security on or after the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) or the right to convert the securities in accordance with
Article IV.

                                   ARTICLE VII

                                     TRUSTEE

                  SECTION 7.1 DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise 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:

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon Officers'
         Certificates or Opinions of Counsel furnished to the Trustee and
         conforming to the requirements of this Indenture; however, in the case
         of any such Officers' Certificates or Opinions of Counsel which by any
         provisions hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine such Officers' Certificates and
         Opinions of Counsel 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 offer 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:

                  (1) this paragraph (c) does not limit the effect of paragraph
         (b) of this Section;

                  (2) 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

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

                                       53
<PAGE>

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

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power at the request or direction of any Holder unless it receives
indemnity satisfactory to it against any loss, liability or expense.

                  (f) 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.

                  (g) No provision of this Indenture shall require the Trustee
to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk is not reasonably assured to it.

                  (h) The Paying Agent, the Registrar, the Conversion Agent and
any authenticating agent shall be entitled to the protections, immunities and
standard of care as are set forth in paragraphs (a), (b) and (c) of this Section
with respect to the Trustee.

                  SECTION 7.2 RIGHTS OF TRUSTEE.

                  (a) The Trustee may rely on and shall be protected in acting
or refraining from acting upon 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.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate 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) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care. No Depositary shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any Depositary.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers, provided that the Trustee's conduct does not constitute
negligence or bad faith.

                  (e) The Trustee may consult with counsel of its selection and
the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder without negligence and in good faith and in reliance thereon.

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other

                                       54
<PAGE>

paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.

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

                  SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar, co-registrar or Conversion Agent may do
the same with like rights. The Trustee is also subject to Sections 7.10 and
7.11.

                  SECTION 7.4 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 authentication.

                  SECTION 7.5 NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing with
respect to the Securities and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Holder of the Securities and, if any
Bearer Securities are outstanding, publish on one occasion in an Authorized
Newspaper, notice of a Default or Event of Default within 90 days after it
occurs or, if later, after a Responsible Officer of the Trustee has knowledge of
such Default or Event of Default. Except in the case of a Default or Event of
Default in payment of Principal Amount at Maturity, Restated Principal Amount
(if the Securities have been converted to Semi-Annual Cash Pay Notes following a
Tax Event), Accreted Value, accrued interest (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption
Price, Purchase Price, or Fundamental Change Purchase Price in respect of any
Security, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders.

                  SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after May 15 in each year beginning with the
May 15 following the date of this Indenture, the Trustee shall transmit by mail
to all Holders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such May 15, in accordance
with, and to the extent required under, TIA Section 313.

                                       55
<PAGE>

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange on which the Securities are
listed. The Company shall promptly notify the Trustee when Securities are listed
on any stock exchange.

                  SECTION 7.7 COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time
compensation for its services as the Company and the Trustee shall from time to
time agree 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
expenses of the Trustee's agents and counsel.

                  The Company shall indemnify each of the Trustee and any
predecessor Trustee (including the cost of defending itself) against any loss,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee) incurred by it except as set forth
in the next paragraph in the performance of its duties under this Indenture as
Trustee or Agent. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have one separate counsel and
the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. This indemnification shall apply to
officers, directors, employees, stockholders and agents of the Trustee.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer,
director, employee, stockholder or agent of the Trustee through negligence or
bad faith.

                  To secure the Company's payment obligations in this Section,
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 Principal
Amount at Maturity, Restated Principal Amount (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption
Price, Accreted Value, accrued interest (if the Securities have been converted
to Semi-Annual Cash Pay Notes following a Tax Event), Purchase Price, or
Fundamental Change Purchase Price in respect of the Securities.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The provisions of this Section shall survive the termination
of this Indenture.

                  SECTION 7.8 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.

                                       56
<PAGE>

                  The Trustee may resign with respect to the Securities by so
notifying the Company at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in Principal Amount at Maturity of the
Securities may remove the Trustee by so notifying the Trustee and the Company.
The Company may remove the Trustee with respect to the Securities if:

                  (a) the Trustee fails to comply with Section 7.10;

                  (b) the Trustee is adjudged bankrupt or insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

                  (c) a Custodian or public officer takes charge of the Trustee
or its property; or

                  (d) 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. Within one year after the successor Trustee takes office, the
Holders of a majority in Principal Amount at Maturity of the then outstanding
Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

                  If a successor Trustee with respect to the Securities does not
take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of at least a majority in Principal
Amount at Maturity of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, 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
with respect to the Securities under this Indenture. A successor Trustee shall
mail a notice of its succession to each Holder and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

                  SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, CONVERSION OR
TRANSFER

                  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.

                  SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of

                                       57
<PAGE>

at least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

                  SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.

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

                                  ARTICLE VIII

                     SATISFACTION AND DISCHARGE; DEFEASANCE

                  SECTION 8.1 SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

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

                  (ii) all such Securities not theretofore delivered to the
         Trustee for cancellation

                  (1) have become due and payable, whether at Stated Maturity or
         upon any Redemption Date, Conversion Date, Purchase Date or Fundamental
         Change Purchase Date; or

                  (2) will become due and payable at their Stated Maturity
         within one year; or

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

                  (4) and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust an amount sufficient
         for the purpose of paying and discharging the entire indebtedness on
         such Securities not theretofore delivered to the Trustee for
         cancellation, for Principal Amount at Maturity, Restated Principal
         Amount (if the Securities have been converted to Semi-Annual Cash Pay
         Notes following a Tax Event), Accreted Value, accrued interest (if the
         Securities have been converted to Semi-Annual Cash Pay Notes following
         a Tax Event), the Redemption Price, Purchase Price, or

                                       58
<PAGE>

         Fundamental Change Purchase Price and interest to the date of such
         deposit (in the case of Securities which have become due and payable on
         or prior to the date of such deposit) or to the Stated Maturity or
         Redemption Date, as the case may be;

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

                  (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been deposited with the Trustee pursuant to clause (a) of
this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall
survive.

                  SECTION 8.2 APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

                  Subject to the provisions of Section 8.3, all money deposited
with the Trustee pursuant to Section 8.1 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (other than the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the Principal Amount at Maturity, Restated Principal Amount
(if the Securities have been converted to Semi-Annual Cash Pay Notes following a
Tax Event), Accreted Value, accrued interest (if the Securities have been
converted to Semi-Annual Cash Pay Notes following a Tax Event), the Redemption
Price, Purchase Price, or Fundamental Change Purchase Price for whose payment
such money has been deposited with or received by the Trustee.

                  SECTION 8.3 REPAYMENT TO COMPANY.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of Principal Amount at Maturity,
Restated Principal Amount (if the Securities have been converted to semi-annual
cash-pay notes following a Tax Event), Accreted Value, accrued interest (if the
Securities have been converted to semi-annual cash-pay notes following a Tax
Event), the Redemption Price, Purchase Price, or Fundamental Change Purchase
Price that remains unclaimed for two years. After that, Holders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                                   ARTICLE IX

                             AMENDMENTS AND WAIVERS

                  SECTION 9.1 WITHOUT CONSENT OF HOLDERS.

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

                                       59
<PAGE>

                  (a) to cure any ambiguity, omission, defect or inconsistency;

                  (b) to comply with Article V;

                  (c) to provide for uncertificated Securities in addition to or
in place of certificated Securities (so long as any uncertificated Securities
are in registered form for purposes of the Internal Revenue Code of 1986, as
amended);

                  (d) to make any change that does not adversely affect the
rights of any Holder;

                  (e) make any change to comply with the TIA or to comply with
any requirement of the SEC in connection with the qualification of this
Indenture under the TIA; or

                  (f) add to the covenants or obligations of the Company under
this Indenture or surrender any right, power or option conferred by this
Indenture on the Company.

                  SECTION 9.2 WITH CONSENT OF HOLDERS.

                  The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
Principal Amount at Maturity of the outstanding Securities (including consents
obtained in connection with a tender offer or exchange offer for the
Securities), for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders.
Except as provided in Section 6.13, the Holders of at least a majority in
Principal Amount at Maturity of the outstanding Securities by notice to the
Trustee (including consents obtained in connection with a tender offer or
exchange offer for the Securities) may waive compliance by the Company with any
provision of this Indenture or the Securities.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

                  SECTION 9.3 LIMITATIONS.

                  Without the consent of each Holder affected, an amendment or
waiver may not:

                  (a) reduce the Principal Amount at Maturity, Restated
Principal Amount, Accreted Value, Redemption Price, Purchase Price or
Fundamental Change Purchase Price with respect to any Security, or extend the
Stated Maturity of any Security or alter the manner or rate of accrual of
Original Issue Discount or interest, or make any Security payable in money or
securities other than that stated in the Security;

                                       60
<PAGE>

                  (b) waive a Default or Event of Default in the payment of the
principal of or interest, if any, on any Security (except a rescission of
acceleration of the Securities of any Series by the Holders of at least a
majority in Principal Amount at Maturity of the outstanding Securities and a
waiver of the payment default that resulted from such acceleration);

                  (c) make any reduction in the Principal Amount at Maturity of
Securities whose Holders must consent to an amendment or any waiver under this
Indenture;

                  (d) make any change that adversely affects the right to
convert any Security or the right to require the Company to purchase a Security;

                  (e) impair the right to institute suit for the enforcement of
any payment with respect to, or conversion of, the Securities;

                  (f) make any change in Sections 6.8, 6.13 or this Section 9.3;
or

                  (g) waive a redemption payment with respect to any Security.

                  SECTION 9.4 COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment to this Indenture or the Securities shall be
set forth in a supplemental indenture hereto that complies with the TIA as then
in effect.

                  SECTION 9.5 REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment is set forth in a supplemental indenture or
a waiver becomes effective, a consent to it by a Holder of a Security 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 such Holder's
Security or portion of a Security if the Trustee receives the notice of
revocation before the date of the supplemental indenture or the date the waiver
becomes effective.

                  Any amendment or waiver once effective shall bind every Holder
affected by such amendment or waiver unless it is of the type described in any
of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

                  SECTION 9.6 NOTATION ON OR EXCHANGE OF SECURITIES.

                  The Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company in
exchange for Securities may issue and the Trustee shall authenticate upon
request new Securities that reflect the amendment or waiver.

                                       61
<PAGE>

                  SECTION 9.7 TRUSTEE PROTECTED.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee shall sign
all supplemental indentures, except that the Trustee need not sign any
supplemental indenture that adversely affects its rights.

                                    ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.1 TRUST INDENTURE ACT CONTROLS.

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

                  SECTION 10.2 NOTICES.

                  Any notice or communication by the Company or the Trustee to
the other, or by a Holder to the Company or the Trustee, is duly given if in
writing and delivered in person or mailed by first-class mail:

                           if to the Company:

                               Allergan, Inc.
                               2525 Dupont Drive
                               Irvine, California 92612
                               Attention: General Counsel
                               Telephone: (714) 246-4500
                               Facsimile: (714) 246-6987

                           if to the Trustee:

                               Wells Fargo Bank, National Association
                               707 Wilshire Blvd., 17th Floor
                               Los Angeles, CA 90017
                               Attention: Corporate Trust Department
                               Telephone: (213) 614-3349
                               Facsimile: (213) 614-3355

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

                                       62
<PAGE>

                  Any notice or communication to a Holder shall be mailed by
first-class mail to such Holder's address shown on the register kept by the
Registrar and, if any Bearer Securities are outstanding, published in an
Authorized Newspaper. Failure to mail a notice or communication to one Holder or
any defect in such notice of communication shall not affect its sufficiency with
respect to other Holders.

                  If a notice or communication is mailed or published in the
manner provided above, within the time prescribed, it is duly given, whether or
not the Holder receives it.

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

                  SECTION 10.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

                  SECTION 10.4 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:

                  (a) 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

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

                  SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                  (a) a statement that the person making such certificate or
opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

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

                                       63
<PAGE>

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

                  SECTION 10.6 RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or a
meeting of Holders of Securities. Any Agent may make reasonable rules and set
reasonable requirements for its functions.

                  SECTION 10.7 NO RECOURSE AGAINST OTHERS.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the 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.

                  SECTION 10.8 COUNTERPARTS.

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

                  SECTION 10.9 GOVERNING LAWS.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE.

                  SECTION 10.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

                  SECTION 10.11 SUCCESSORS.

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

                  SECTION 10.12 SEVERABILITY.

                  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.

                                       64
<PAGE>

                  SECTION 10.13 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.

                                       65
<PAGE>

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

                                      Attest: Allergan, Inc.

                                      By:  /s/ Eric K. Brandt
                                         ---------------------------------------
                                      Name: Eric K. Brandt
                                      Title: Executive Vice President,
                                             Finance, Strategy & Corporate
                                             Development

Attest: Wells Fargo Bank, National Association

By: /s/ Jeanie Mar
    --------------------------------
    Name: Jeanie Mar
    Title: Vice President

                                       66
<PAGE>

                                                                       EXHIBIT A

                         FORM OF FACE OF GLOBAL SECURITY

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, 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 ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY
OF THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE l44A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A

                                       A-1
<PAGE>

QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN
ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

                  The foregoing legend may be removed from this Security on
satisfaction of the conditions specified in the Indenture.

                                       A-2
<PAGE>

                                 ALLERGAN, INC.

                  Zero Coupon Convertible Senior Notes due 2022

                                 CUSIP: [     ]
                          Issue Date: November 6, 2002
              Issue Price: 77.941% of Principal Amount at Maturity

         ALLERGAN, INC., a corporation duly organized and existing under the
laws of the State of Delaware, promises to pay to Cede & Co., or registered
assigns, the Principal Amount at Maturity of $________ on November 6, 2022.

         This Security shall not bear interest except as specified on the other
side of this Security. This Security is convertible as specified on the other
side of this Security.

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

Dated:

                                            ALLERGAN, INC.

                                            By:_________________________________
                                               Title:

                                               Attest:
                                               By:____________________________
                                                  Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By:_________________________________
   Authorized Signatory

Dated: _____________________________

                                      A-3
<PAGE>

                     FORM OF REVERSE SIDE OF GLOBAL SECURITY

                                 ALLERGAN, INC.

                  ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2022

                  1. INTEREST

                  This Security shall not bear periodic interest, except as
specified in this paragraph and in paragraph 9 hereof. If the Principal Amount
at Maturity hereof or any portion of such Principal Amount at Maturity is not
paid when due (whether upon acceleration pursuant to the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 5 hereof,
upon the date set for payment of a Purchase Price or Fundamental Change Purchase
Price pursuant to paragraph 6 hereof or upon the Stated Maturity of this
Security) or if interest due hereon or any portion of such interest is not paid
when due in accordance with paragraph 10 hereof, then in each such case the
overdue amount shall bear interest at the rate of 1.25% per annum, compounded
semiannually (to the extent that the payment of such interest shall be legally
enforceable), which interest shall accrue from the date such overdue amount was
due to the date payment of such amount, including interest thereon, has been
made or duly provided for. All such interest shall be payable on demand. The
accrual of such interest on overdue amounts shall be in lieu of, and not in
addition to, the continued accretion.

                  The Securities shall increase in Accreted Value commencing on
the Issue Date.

                  2. METHOD OF PAYMENT

                  Subject to the terms and conditions of the Indenture, the
Company shall make payments in respect of the Securities to the persons who are
registered Holders of Securities at the close of business on the Business Day
preceding the Redemption Date or Stated Maturity, as the case may be, or at the
later of close of business on a Purchase Date or Fundamental Change Purchase
Date or the time of the delivery of this Security, as the case may be. Holders
must surrender Securities to a Paying Agent to collect such payments in respect
of the Securities. The Company shall pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company shall make such payments by wire transfer of
immediately available funds to the accounts specified by the Holders of the
Global Security.

                  3. PAYING AGENT, CONVERSION AGENT AND REGISTRAR

                  Initially, the Trustee shall act as Paying Agent, Conversion
Agent and Registrar. The Company may appoint and change any Paying Agent,
Conversion Agent, Registrar or co-registrar without notice, other than notice to
the Trustee. The Company or any of its Subsidiaries or any of their Affiliates
may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

                                       A-4
<PAGE>

                  4. INDENTURE

                  The Company issued the Securities under an Indenture dated as
of November 6, 2002 between the Company and Trustee (the "Indenture"). 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 ("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 Act for a statement of
them. Capitalized terms not defined herein have the meanings given to those
terms in the Indenture.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to: Allergan,
Inc., 2525 Dupont Drive, Irvine, California, 92612, Attention: General Counsel.

                  5. REDEMPTION AT THE OPTION OF THE COMPANY

                  No sinking fund is provided for the Securities. At any time on
or after November 6, 2005, and until (but excluding) November 6, 2007 the
Company may redeem the Securities for Cash, in whole or in part, only if the
Sale Price of Common Stock is equal to or greater than 125% of the conversion
price then in effect for at least 20 Trading Days in the period of 30
consecutive Trading Days ending on the Trading Day immediately preceding the
date of such optional redemption, where the "conversion price" means the then
applicable redemption price divided by the conversion rate, and "redemption
price" means the Accreted Value, plus accrued and unpaid interest, if any. The
Company will give Holders not less than 30- nor more than 60-days' Notice of
Redemption, delivered to each Holder's address kept by the Registrar.

                  The table below shows what the Accreted Value of a Security
would be on November 6, 2007, and at specified dates thereafter prior to
maturity and at Stated Maturity on November 6, 2022. The Accreted Value, in
Dollars, of a Security per $1,000 Principal Amount at Maturity redeemed between
such dates shall include an additional amount reflecting the increase in
Accreted Value since the next preceding date in the table to but excluding the
actual Redemption Date.

<TABLE>
<CAPTION>
                                              Increase in Accreted            Redemption Price
Redemption Date           Issue Price(1)       Value at 1.25% (2)                  (1+2)
<S>                       <C>                 <C>                             <C>
November 6, 2007              $779.41               $ 50.10                       $829.51
November 6, 2008               779.41                 60.50                        839.91
November 6, 2009               779.41                 71.04                        850.45
November 6, 2010               779.41                 81.70                        861.11
November 6, 2011               779.41                 92.50                        871.91
November 6, 2012               779.41                103.43                        882.84
November 6, 2013               779.41                114.50                        893.91
November 6, 2014               779.41                125.71                        905.12
November 6, 2015               779.41                137.06                        916.47
November 6, 2016               779.41                148.55                        927.96
November 6, 2017               779.41                160.19                        939.60
November 6, 2018               779.41                171.97                        951.38
</TABLE>

                                      A-5
<PAGE>

<TABLE>
<CAPTION>
                                               Increase in Accreted           Redemption Price
Redemption Date           Issue Price(1)         Value at 1.25% (2)                 (1+2)
<S>                       <C>                  <C>                            <C>
November 6, 2019              779.41                  183.90                        963.31
November 6, 2020              779.41                  195.98                        975.39
November 6, 2021              779.41                  208.21                        987.62
November 6, 2022              779.41                  220.59                      1,000.00
</TABLE>

                  If this Security has been converted to a Semi-Annual Cash Pay
Note, the Redemption Price will be equal to the Restated Principal Amount plus
accrued and unpaid interest from the date of such conversion through the
Redemption Date.

                  6.       PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER;
                           PURCHASE AT THE OPTION OF THE HOLDER UPON A
                           FUNDAMENTAL CHANGE

                  Subject to the terms and conditions of the Indenture, a Holder
of Securities shall have the option to require the Company to purchase the
Securities held by such Holder on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount at Maturity upon delivery
of a Purchase Notice containing the information set forth in the Indenture, from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on the fifth business day preceding
such Purchase Date and upon delivery of the Securities to the Paying Agent by
the Holder as set forth in the Indenture. The purchase price of a Security will
be:

                  -        $829.51 per Security on November 6, 2007;

                  -        $882.84 per Security on November 6, 2012;

                  -        $939.60 per Security on November 6, 2017.

                  Securities in denominations larger than $1,000 of Principal
Amount at Maturity may be purchased in part, but only in integral multiples of
$1,000 of Principal Amount at Maturity.

                  If prior to a Purchase Date this Security has been converted
to a Semi-Annual Cash Pay Note, the Purchase Price will be equal to the Restated
Principal Amount plus accrued and unpaid interest from the Option Exercise Date
the Purchase Date.

                  If a Fundamental Change shall occur at any time prior to
November 6, 2007, each Holder shall have the right, at such Holder's option and
subject to the terms and conditions of the Indenture, including the requirement
that such Holder provide the information in the Fundamental Change Purchase
Notice as set forth in Section 3.2 of the Indenture, to require the Company to
purchase such Holder's Securities on the date (or if such date is not a Business
Day, then the next succeeding Business Day) that is 65 days after the date of
the Fundamental Change for a Fundamental Change Purchase Price equal to Accreted
Value to the Fundamental Change Purchase Date. If, prior to the Fundamental
Change Purchase Date, the Securities were converted to Semi-Annual Cash Pay
Notes, the Fundamental Change Purchase Price will be

                                       A-6
<PAGE>

equal to the Restated Principal Amount plus accrued and unpaid interest from the
Option Exercise Date to the Fundamental Change Purchase Date, which Fundamental
Change Purchase Price shall be in Cash. Securities in denominations larger than
$1,000 of Principal Amount at Maturity may be redeemed in part in connection
with a Fundamental Change, but only in integral multiples of $1,000 of Principal
Amount at Maturity.

                  Holders have the right, at any time prior to the close of
business on the third Business Day preceding the Purchase Date or Fundamental
Change Purchase Date, to withdraw any Purchase Notice or Fundamental Change
Purchase Notice, as the case may be, by delivery to the Paying Agent of a
written notice of withdrawal in accordance with the provisions of the Indenture.

                  If Cash sufficient to pay a Fundamental Change Purchase Price
or Cash sufficient to pay a Purchase Price, as the case may be, of all
Securities, or portions thereof, to be purchased as of the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Fundamental
Change Purchase Date, as the case may be, such Securities will cease to accrete
and interest, if any, will cease to accrue on such Securities (or portions
thereof) on and after such date, and the Holder thereof shall have no other
rights as such (other than the right to receive the Purchase Price or
Fundamental Change Purchase Price, as the case may be, and accrued interest, if
any, upon surrender of such Security).

                  7. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

                  Notice of redemption at the option of the Company shall be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's address kept by the
Registrar. If Cash sufficient to pay the Redemption Price of all Securities (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to or on the Redemption Date, on and after such date, such
Securities will cease to accrete and interest, if any, will cease to accrue on
such Securities (or portions thereof) on and after such date, and the Holder
thereof shall have no other rights as such (other than the right to receive the
Redemption Price and accrued interest, if any, upon surrender of such Security).
Securities in denominations larger than $1,000 Principal Amount at Maturity may
be redeemed in part but only in integral multiples of $1,000 of Principal Amount
at Maturity.

                  8. CONVERSION

                  A Holder of a Security may convert this Security in any fiscal
quarter (and only during such fiscal quarter), if, as of the last day of the
immediately preceding fiscal quarter, the Sale Price of the Common Stock for at
least 20 Trading Days in a period of 30 consecutive Trading Days ending on the
last Trading Day of such fiscal quarter is more than the greater of either (1)
the Minimum Accreted Value; or (2) the Adjusted Accreted Value as of the last
Trading Day of such fiscal quarter, divided by the then-applicable Conversion
Rate. The "Minimum Accreted Value" shall be an amount initially equal to $90 but
shall be subject to adjustment upon any adjustment to the Conversion Rate
pursuant to Section 3.7 of the Indenture by multiplying the Minimum Accreted
Value then in effect by a ratio, the numerator of which is

                                       A-7
<PAGE>

the Conversion Rate in effect immediately prior to the adjustment in the
Conversion Rate and the denominator of which is the Conversion Rate in effect
immediately following the adjustment to the Conversion Rate.

                  A Holder of a Security may also convert this Security at any
time on or before the close of business on November 6, 2022, from and after the
time at which at least one of the following conditions is satisfied:

                  (a) the credit ratings assigned to the Securities by Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Rating Group ("S&P")
are reduced below Baa3 and BBB-, respectively, or the Securities are no longer
rated by these ratings services;

                  (b) if the Securities have been called for redemption by the
Company, at any time prior to the close of business on the second Business Day
prior to the Redemption Date; or

                  (c) the Company elects to:

                           (i)      distribute to all holders of Common Stock
                                    rights entitling them to purchase, for a
                                    period expiring within 60 days after the
                                    date of such distribution, Common Stock at
                                    less than the Sale Price of the Common Stock
                                    at the time of such distribution;

                           (ii)     distribute to all holders of Common Stock
                                    assets, debt, securities or rights to
                                    purchase securities of the Company, which
                                    distribution has a per share value as
                                    determined by the Board of Directors
                                    exceeding 15% of the Sale Price of the
                                    Common Stock on the day preceding the
                                    declaration date for such distribution; or

                           (iii)    become a party to a consolidation, merger or
                                    binding share exchange pursuant to which the
                                    Common Stock would be converted into cash,
                                    securities or other property, in which case
                                    a Holder may surrender securities for
                                    conversion at any time from and after the
                                    date which is 15 days prior to the date the
                                    Company designates as the anticipated
                                    effective time for the transaction until 15
                                    days after the actual effective date of such
                                    transaction.

                  In the case of the foregoing clauses (c)(i) and (ii), the
Company must notify the Holders of Securities at least 20 days prior to the
ex-dividend date for such distribution. Once the Company has given such notice,
Holders may surrender their Securities for conversion at any time thereafter
until the earlier of the close of business on the Business Day prior to the
ex-dividend date or the Company's announcement that such distribution will not
take place.

                  If this Security is called for redemption, the Holder may
convert it at any time before the close of business on the second Business Day
prior to the Redemption Date. A Security in respect of which a Holder has
delivered a Purchase Notice or a Fundamental Change Purchase Notice to require
the Company to purchase such Security or to purchase such Security may be
converted only if the Purchase Notice or Fundamental Change Purchase Notice is
withdrawn in accordance with the terms of the Indenture.

                                       A-8
<PAGE>

                  The initial Conversion Rate is 11.410 shares of Common Stock
per Security with a $1,000 Principal Amount at Maturity, subject to adjustment
upon the occurrence of certain events described in Section 3.7 of the Indenture
and in accordance with Section 3.8 thereof. The Conversion Rate will not be
adjusted for accrued Original Issue Discount or accrued and unpaid interest, if
any. The Company shall deliver Cash in lieu of any fractional share of Common
Stock. If a Holder converts more than one Security at the same time, the amount
of Cash paid for the current market value of the fractional share upon the
conversion shall be based on the total Principal Amount at Maturity of the
Securities converted.

                  In the event the Company exercises its option pursuant to
Section 3.9 of the Indenture to convert the Securities to Semi-Annual Cash Pay
Notes, the Holder will be entitled on conversion to receive the same number of
shares of Common Stock such Holder would have received if the Company had not
exercised such option. If the Company exercises such option, Securities
surrendered for conversion during the period from the close of business on any
Regular Record Date to the opening of business on the next Interest Payment Date
(except Securities with respect to which the Company has mailed a Notice of
Redemption indicating such Securities are to be redeemed on a date within this
period or on the next Interest Payment Date) must be accompanied by payment of
an amount equal to the interest thereon that the registered Holder is to
receive. Except where Securities surrendered for conversion are so surrendered
after a Regular Record Date but prior to the opening of business on the
corresponding Interest Payment Date (in which case such converting Holder shall
receive a final interest payment on such Interest Payment Date, which interest
payment may be repayable to the Company upon conversion as described in this
paragraph), no interest on converted Securities will be payable by the Company
on any Interest Payment Date subsequent to the date of conversion.

                  To convert this Security a Holder must (1) complete and
manually sign the conversion notice on the back of this Security (or complete
and manually sign a facsimile of such notice) and deliver such notice to the
Conversion Agent at the office maintained by the Conversion Agent for such
purpose, (2) surrender this Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Conversion
Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if
required.

                  A Security for which a Holder has delivered a Purchase Notice
or a Fundamental Change Purchase Notice in accordance with the terms of the
Indenture may be converted only if such notice has been withdrawn pursuant to
Section 3.3 of the Indenture.

                  A Holder may convert a portion of this Security only if the
Principal Amount at Maturity of such portion is $1,000 or multiple of $1,000. No
payment or adjustment shall be made for dividends on or other distributions with
respect to any Common Stock except as provided in the Indenture. On conversion
of this Security, that portion of Accreted Value (or, interest, if the Company
has exercised its option provided for in paragraph 9 hereof) attributable to the
period from the Issue Date (or, if the Company has exercised the option referred
to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the
date on which interest was last paid) to the Conversion Date shall not be
canceled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through the delivery of Cash in exchange for the
portion of this Security being converted pursuant to the terms hereof.

                                       A-9
<PAGE>

                  (i) Settlement amounts will be computed as follows:

                           (A) the Company will deliver Cash to such Holder in
                  an amount equal to the Accreted Value on the Conversion Date
                  of the Securities to be converted, and

                           (B) the Company will deliver Cash and/or shares of
                  Common Stock (at the Company's option) equal to (I) the
                  product of (a) (i) the aggregate original principal amount at
                  maturity of the Securities to be converted divided by 1,000,
                  multiplied by (ii) the Conversion Rate (the "Total Share
                  Amount") and (b) the average Sale Price of the Common Stock
                  during the Cash Settlement Averaging Period on the New York
                  Stock Exchange, less (II) the Accreted Value of such
                  Securities on the Conversion Date (which shall be paid in Cash
                  pursuant to Section 3.6(i)(A) above) (the "Excess Amount").

                  (ii) The Excess Amount shall be payable, at the Company's
         option, as follows:

                           (A) in Cash equal to the portion of the Excess Amount
                  the Company elects to pay in Cash (the "Cash Amount"), if any;
                  and

                           (B) a number of shares of Common Stock, if any, equal
                  to the sum of the excess, if any, for each of the 10 Trading
                  Days during the Cash Settlement Averaging Period, of one-tenth
                  (1/10) of the Total Share Amount over (x) one-tenth (1/10) of
                  the sum of the Cash Amount and the Accreted Value divided by
                  (y) the average Sale Price of the Common Stock on such day.

                  Notwithstanding the foregoing, a Security in respect of which
a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted as described in Section 3.5 or Section 3.6 of the
Indenture only if such notice of exercise is withdrawn in accordance with
Section 3.3 thereof.

                  Settlement will occur on the Business Day following the final
day of such Cash Settlement Averaging Period.

                  9. TAX EVENT

                  (a) From and after (i) the Tax Event Date and (ii) the date
the Company exercises such option, whichever is later, at the option of the
Company, all of the Security will cease to accrete, and Cash interest shall
accrue at the rate of 1.25% per annum on the Restated Principal Amount, equal to
the Accreted Value on the Option Exercise Date, and shall be payable
semiannually on November 6 and May 6 of each year to holders of record at the
close of business on October 15 or April 15 immediately preceding the relevant
Interest Payment Date. Interest will be computed on the basis of a 360-day year
comprising twelve 30-day months and will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Option
Exercise Date.

                                      A-10
<PAGE>

                  (b) Interest on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose. Each installment of interest on any
Security shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States.

                  10. DEFAULTED INTEREST

                  Except as otherwise specified with respect to the Securities,
any Defaulted Interest on any Security shall cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 3.11(c)(ii) of
the Indenture.

                  11. DENOMINATIONS; TRANSFER; EXCHANGE

                  The Securities are in registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and multiplies of
$1,000. A Holder may transfer or convert Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Fundamental Change
Purchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before any selection of
Securities to be redeemed.

                  12. PERSONS DEEMED OWNERS

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

                  13. UNCLAIMED MONEY OR PROPERTY

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

                  14. AMENDMENT; SUPPLEMENT; WAIVER

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in Principal Amount at Maturity of the outstanding Securities, and any
past default or compliance with any provision relating to the Securities may be
waived in a particular instance with the consent of the Holders of a majority in
Principal Amount at Maturity of the outstanding Securities. Without the consent

                                      A-11
<PAGE>

of any Holder, the Company and the Trustee, may amend or supplement the
Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, to comply with Article V of the Indenture, to provide for
uncertificated Securities in addition to or in place of certificated Securities
(so long as any uncertificated Securities are in registered form for purposes of
The Internal Revenue Code of 1986, as amended), to make any change that does not
adversely affect the rights of any Holder, to make any change to comply with the
TIA or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, or to add to the covenants or
obligations of the Company under the Indenture or surrender any right, power or
option conferred by the Indenture on the Company.

                  15. SUCCESSOR CORPORATION

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

                  16. TRUSTEE DEALINGS WITH THE COMPANY

                  The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its affiliates, and may otherwise deal with the Company or
its affiliates, as if it were not Trustee.

                  17. NO RECOURSE AGAINST OTHERS

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the 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.

                  18. AUTHENTICATION

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

                  19. ABBREVIATIONS

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

                                      A-12
<PAGE>

                                                                     EXHIBIT A-2

                            FORM OF CONVERSION NOTICE

To: Allergan, Inc.

                  The undersigned registered holder of this Security hereby
exercises the option to convert this Security, or portion hereof (which is
$1,000 Principal Amount at Maturity or a multiple thereof) designated below, for
Cash and shares of Common Stock of Allergan, Inc., if any, in accordance with
the terms of the Indenture referred to in this Security, and directs that the
shares, if any, issuable and deliverable upon such conversion, together with any
check for cash deliverable upon such conversion, and any Securities representing
any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. If
shares or any portion of this Security not converted are to be issued in the
name of a Person other than the undersigned, the undersigned shall pay all
transfer taxes payable with respect thereto.

                  This notice shall be deemed to be an irrevocable exercise of
the option to convert this Security.

Dated:

                                                     ___________________________

                                                     ___________________________

                                                                Signature(s)

Fill in for registration of shares if
to be delivered, and Security if to
be issued other than to and in the
name of registered holder:

___________________________
(Name)

___________________________
(Street Address)

___________________________
(City, State and Zip Code)

(please print name and address)

Principal Amount at Maturity to
be converted (if less than all): $__,000

Social Security or Other Taxpayer Number: ______________________________________

                                      A-13
<PAGE>

                                                                     EXHIBIT A-2

                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

               Option to Elect Purchase Upon a Fundamental Change

To: Allergan, Inc.

                  The undersigned registered holder of this Security hereby
acknowledges receipt of a Notice from Allergan, Inc. (the "Company") as to the
occurrence of a Fundamental Change with respect to the Company and requests and
instructs the Company to purchase this Security, or the portion hereof (which is
$1,000 Principal Amount at Maturity or a multiple thereof) designated below, in
accordance with the terms of paragraph 6 of this Security and the Indenture
referred to in this Security, and directs that the check in payment for this
Security or the portion thereof and any Securities representing any
unrepurchased principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If any portion
of this Securities not repurchased is to be issued in the name of a Person other
than the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.

Dated: ___________________________

                                                     ___________________________

                                                              Signature(s)

Fill in for Securities if to be
issued other than to and in
the name of registered holder:

___________________________
(Name)

___________________________
(Street Address)

___________________________
(City, State and Zip Code)

(please print name and address)

Principal Amount at Maturity to be purchased (if less than all):  $__,000

Certificate Numbers of the Securities to be purchased (if certificated):
_____________________

Social Security or Other Taxpayer Number:  ____________________________

                                      A-14
<PAGE>

[FOR INCLUSION ONLY IF THIS SECURITY BEARS A RESTRICTED SECURITIES LEGEND] In
connection with any transfer of any of the Securities evidenced by this
certificate which are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Securities are being transferred:

         CHECK ONE BOX BELOW

         (1)      to the Company; or

         (2)      pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (3)      pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (4)      pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

Unless one of the boxes is checked, the Registrar 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 box (3) or (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such certifications and other information, and if box (4) is checked
such legal opinions, as the Company has reasonably requested in writing, by
delivery to the Trustee of a standing letter of instruction, 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;
provided that this paragraph shall not be applicable to any Securities which are
not "restricted securities" (as defined in Rule 144 (or any successor thereto)
under the Securities Act).

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

         Date: _____________________________________

         Medallion Signature Guarantee: __________________________

                                      A-15
<PAGE>

                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Security, fill in the
form below:

                  I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________

                  (Insert assignee's social security or tax ID number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

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

________________________________________________________________________________

Date: ______________________             Your signature:________________________

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

Signature Guarantee: ___________________________________________________________

         Signature must be guaranteed by participant in a recognized Signature
         Guarantee Medallion Program (or other signature guarantor program
         reasonably acceptable to the Trustee)

                                      A-16
<PAGE>

             SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

         Initial Principal Amount of Global Security: _________________________

<TABLE>
<CAPTION>
                                                       Principal Amount of
        Amount of Increase    Amount of Decrease in      Global Security
        in Principal Amount    Principal Amount of      After Increase or    Notation by Registrar
Date    of Global Security       Global Security            Decrease         or Security Custodian
<S>     <C>                   <C>                      <C>                   <C>
</TABLE>

                                      A-17
<PAGE>

                                                                       EXHIBIT B

                      FORM OF FACE OF CERTIFICATED SECURITY

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT
WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.

                                       B-1

<PAGE>

                                 ALLERGAN, INC.

                  Zero Coupon Convertible Senior Notes due 2022

                                CUSIP: [       ]
                          Issue Date: November 6, 2002
              Issue Price: 77.941% of Principal Amount at Maturity

         ALLERGAN, INC., a corporation duly organized and existing under the
laws of the State of Delaware, promises to pay to Cede & Co., or registered
assigns, the Principal Amount at Maturity of $___________ on November 6, 2022.

         This Security shall not bear interest except as specified on the other
side of this Security. This Security is convertible as specified on the other
side of this Security.

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

Dated:

                                              ALLERGAN, INC.

                                              By:_______________________________
                                                 Title:

                                              Attest:
                                                  By:___________________________
                                                     Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WELLSFARGO BANK, NATIONAL ASSOCIATION
    as Trustee, certifies that this is one
    of the Securities referred to in the
    within-mentioned Indenture.

By: _______________________
    Authorized Signatory

Dated: ____________________

                    [FORM OF REVERSE OF CERTIFICATED SECURITY
                           IS IDENTICAL TO EXHIBIT A]

                                       B-2

<PAGE>

                                                                       EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

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

         CHECK ONE BOX BELOW:

         (1)      to the Company; or

         (2)      pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (3)      pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (4)      pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

         Unless one of the boxes is checked, the Registrar 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 box (3) or (4) is checked, the Trustee may require,
         prior to registering any such transfer of the Securities, such
         certifications and other information, and if box (4) is checked such
         legal opinions, as the Company has reasonably requested in writing, by
         delivery to the Trustee of a standing letter of instruction, 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; provided that this paragraph shall not be
         applicable to any Securities which are not "restricted securities" (as
         defined in Rule 144 (or any successor thereto) under the Securities
         Act).

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

         Date: _______________________________

         Medallion Signature Guarantee: ___________

                                       C-1

<PAGE>

                                                                       EXHIBIT D

                     FORM OF RESTRICTED COMMON STOCK LEGEND

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO, INCLUDING THE RELATED
DEBENTURE) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
l44A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT."

                                       D-1

<PAGE>

                                                                       EXHIBIT E

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

              (Transfers pursuant to Section 2.6 of the Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

         Re: Allergan, Inc. Zero Coupon Convertible Senior Notes due 2022 (the
"Securities")

         Reference is hereby made to the Indenture dated as of November 6, 2002
(the "Indenture") between Allergan, Inc. and Wells Fargo Bank, National
Association, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

         This letter relates to __________ shares of Common Stock represented by
the accompanying certificate(s) that were issued upon conversion of Securities
and which are held in the name of [name of transferor] (the "Transferor") to
effect the transfer of such Common Stock.

         In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

         CHECK ONE BOX BELOW:

         (1)      to the Company; or

         (2)      pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (3)      pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (4)      pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

                                       E-1

<PAGE>

         Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock evidenced by this certificate in the name of
any person other than the registered holder thereof, provided, however, that if
box (3) or (4) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information,
and if box (4) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the transfer agent of a standing letter of
instruction, 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.

                                           [Name of Transferor],

                                           By:__________________________________
                                              Title:


Dated:______________________________

                                       E-2