EXHIBIT 4.06

 

                        ____________________________________


                            EXODUS COMMUNICATIONS, INC.

                                       ISSUER

                                         TO

           CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION,

                                       TRUSTEE


                                __________________

                                     INDENTURE

                             Dated as of March 1, 1999

                                __________________



                 5% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2006


                        _______________________________________



                                   TABLE OF CONTENTS

                                                                          Page
ARTICLE I        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    1
SECTION I.1      Definitions                                                1
SECTION I. 2     Compliance Certificates And Opinions                       11
SECTION I. 3     Form of Documents Delivered to The Trustee                 11
SECTION I. 4     Acts of Holders of Securities                              12
SECTION I.5      Notices, Etc. to Trustee and Company                       14
SECTION I. 6     Notice to Holders of Securities; Waiver                    15
SECTION I. 7     Effect of Headings and Table of Contents                   15
SECTION I. 8     Successors and Assigns                                     15
SECTION I. 9     Separability Clause                                        16
SECTION I. 10    Benefits of Indenture                                      16
SECTION I. 11    Governing Law                                              16
SECTION I. 12    Legal Holidays                                             16
SECTION I. 13    Conflict With Trust Indenture Act                          16

ARTICLE II       SECURITY FORMS                                             17
SECTION II. 1    Form Generally                                             17
SECTION II. 2    Form of Security                                           18
SECTION II. 3    Form of Certificate of Authentication                      31
SECTION II. 4    Form of Conversion Notice                                  32
SECTION II. 5    Form of Assignment                                         34

ARTICLE III      THE SECURITIES                                             35
SECTION III. 1   Title and Terms                                            35
SECTION III. 2   Denominations                                              36
SECTION III. 3   Execution, Authentication, Delivery and Dating             36
SECTION III. 4   Global Securities; Non-global Securities; Book-entry
                 Provisions                                                 36
SECTION III. 5   Registration; Registration of Transfer and Exchange;
                 Restrictions on Transfer                                   38
SECTION III. 6   Mutilated, Destroyed, Lost or Stolen Securities            42
SECTION III. 7   Payment of Interest; Interest Rights Preserved             43
SECTION III. 8   Persons Deemed Owners                                      44
SECTION III. 9   Cancellation                                               44
SECTION III. 10  Computation of Interest                                    44
SECTION III. 11  Cusip Numbers                                              44

ARTICLE IV       SATISFACTION AND DISCHARGE                                 45
SECTION IV. 1    Satisfaction And Discharge of Indenture                    45
SECTION IV. 2    Application of Trust Money                                 46

ARTICLE V        REMEDIES                                                   47
SECTION V. 1     Events of Default                                          47
SECTION V. 2     Acceleration of Maturity; Rescission and Annulment         48
SECTION V. 3     Collection of Indebtedness and Suits for Enforcement by
                 Trustee                                                    49
SECTION V. 4     Trustee May File Proofs of Claim                           50
SECTION V. 5     Trustee May Enforce Claims Without Possession of
                 Securities                                                 51
SECTION V. 6     Application of Money Collected                             51
SECTION V. 7     Limitation on Suits                                        52
SECTION V. 8     Unconditional Right of Holders to Receive Principal,
                 Premium and Interest and to Convert                        52
SECTION V. 9     Restoration of Rights and Remedies                         53
SECTION V. 10    Rights and Remedies Cumulative                             53
SECTION V. 11    Delay or Omission Not Waiver                               53
SECTION V. 12    Control by Holders of Securities                           53
SECTION V. 13    Waiver of Past Defaults                                    54
SECTION V. 14    Undertaking for Costs                                      54
SECTION V. 15    Waiver of Stay, Usury or Extension Laws                    54

ARTICLE VI       THE TRUSTEE                                                55
SECTION VI. 1    Certain Duties and Responsibilities                        55
SECTION VI. 2    Notice of Defaults                                         56
SECTION VI. 3    Certain Rights of Trustee                                  56
SECTION VI. 4    Not Responsible for Recitals or Issuance of Securities     57
SECTION VI. 5    May Hold Securities, Act as Trustee under Other Indentures 58
SECTION VI. 6    Money Held in Trust                                        58
SECTION VI. 7    Compensation and Reimbursement                             58
SECTION VI. 8    Corporate Trustee Required; Eligibility                    59
SECTION VI. 9    Resignation and Removal; Appointment of Successor          59
SECTION VI. 10   Acceptance of Appointment by Successor                     61
SECTION VI. 11   Merger, Conversion, Consolidation or Succession to
                 Business                                                   61
SECTION VI. 12   Authenticating Agents                                      61
SECTION VI. 13   Disqualification; Conflicting Interests                    64
SECTION VI. 14   Preferential Collection of Claims Against Company          64

ARTICLE VII      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE       64
SECTION VII.1    Company May Consolidate, Etc., Only on Certain Terms       64
SECTION VII. 2   Successor Substituted                                      65

ARTICLE VIII     SUPPLEMENTAL INDENTURES                                    65
SECTION VIII. 1  Supplemental Indentures Without Consent of Holders of
                 Securities                                                 65
SECTION VIII. 2  Supplemental Indentures with Consent of Holders of
                 Securities                                                 66
SECTION VIII. 3  Execution of Supplemental Indentures                       67
SECTION VIII. 4  Effect of Supplemental Indentures                          67
SECTION VIII. 5  Reference in Securities to Supplemental Indentures         68
SECTION VIII. 6  Notice of Supplemental Indentures                          68

ARTICLE IX       MEETINGS OF HOLDERS OF SECURITIES                          68
SECTION IX. 1    Purposes for Which Meetings May Be Called                  68
SECTION IX. 2    Call, Notice and Place of Meetings                         68
SECTION IX. 3    Persons Entitled to Vote at Meetings                       69
SECTION IX. 4    Quorum; Action                                             69
SECTION IX. 5    Determination of Voting Rights; Conduct and Adjournment
                 of Meetings                                                70
SECTION IX. 6    Counting Votes and Recording Action of Meetings            71

ARTICLE X       COVENANTS                                                   71
SECTION X. 1    Payment of Principal, Premium and Interest                  71
SECTION X. 2    Maintenance of Offices or Agencies                          71
SECTION X. 3    Money for Security Payments to Be Held in Trust             72
SECTION X. 4    Existence                                                   73
SECTION X. 5    Maintenance of Properties                                   73
SECTION X. 6    Payment of Taxes and Other Claims                           74
SECTION X. 7    Registration and Listing                                    74
SECTION X. 8    Statement by Officers as to Default                         74
SECTION X. 9    Delivery of Certain Information                             75
SECTION X. 10   Resale of Certain Securities                                75
SECTION X. 11   Registration Rights                                         76
SECTION X. 11   Registration Rights                                         77
SECTION X. 12   Waiver of Certain Covenants                                 78

ARTICLE XI      REDEMPTION OF SECURITIES                                    78
SECTION XI. 1   Right of Redemption                                         78
SECTION XI. 2   Applicability of Article                                    78
SECTION XI. 3   Election to Redeem; Notice to Trustee                       78
SECTION XI. 4   Selection by Trustee of Securities to Be Redeemed           79
SECTION XI. 5   Notice of Redemption                                        79
SECTION XI. 6   Deposit of Redemption Price                                 80
SECTION XI. 7   Securities Payable on Redemption Date                       80
SECTION XI. 8   Conversion Arrangement on Call for Redemption               81

ARTICLE XII     CONVERSION OF SECURITIES                                    82
SECTION XII. 1  Conversion Privilege and Conversion Rate                    82
SECTION XII. 2  Exercise of Conversion Privilege                            82
SECTION XII. 3  Fractions of Shares                                         84
SECTION XII. 4  Adjustment of Conversion Rate                               84
SECTION XII. 5  Notice of Adjustments of Conversion Rate                    89
SECTION XII. 6  Notice of Certain Corporate Action                          90
SECTION XII. 7  Company to Reserve Common Stock                             91
SECTION XII. 8  Taxes on Conversions                                        91
SECTION XII. 9  Covenant as to Common Stock                                 91
SECTION XII. 10 Cancellation of Converted Securities                        91
SECTION XII. 11 Provision in Case of Consolidation, Merger or Sale
                of Assets                                                   91
SECTION XII. 12 Rights Issued in Respect of Common Stock                    92
SECTION XII. 13 Responsibility of Trustee for Conversion Provisions         93

ARTICLE XIII    SUBORDINATION OF SECURITIES                                 94
SECTION XIII. 1 Securities Subordinate to Senior Indebtedness               94
SECTION XIII. 2 No Payment in Certain Circumstances, Payment over of
                Proceeds upon  Dissolution, Etc                             94
SECTION XIII. 3 Prior Payment to Senior Indebtedness upon Acceleration
                of Securities                                               96
SECTION XIII. 4 Payment Permitted If No Default                             97
SECTION XIII. 5 Subrogation to Rights of Holders of Senior Indebtedness     97
SECTION XIII. 6 Provisions Solely to Define Relative Rights                 97
SECTION XIII. 7 Trustee to Effectuate Subordination                         98
SECTION XIII. 8 No Waiver of Subordination Provisions                       98
SECTION XIII. 9 Notice to Trustee                                           98
SECTION XIII. 10  Reliance on Judicial Order or Certificate of
                  Liquidating Agent                                         99
SECTION XIII. 11  Trustee Not Fiduciary for Holders of Senior
                  Indebtedness                                              99
SECTION XIII. 12  Reliance by Holders of Senior Indebtedness on
                  Subordination  Provisions                                 100
SECTION XIII. 13  Rights of Trustee as Holder of Senior
                  Indebtedness; Preservation of Trustee's Rights            100
SECTION XIII. 14  Article Applicable to Paying Agents                       100
SECTION XIII. 15  Certain Conversions and Repurchases Deemed Payment        100

ARTICLE XIV     REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER 
                UPON A CHANGE IN CONTROL                                    101
SECTION XIV. 1  Right to Require Repurchase                                 101
SECTION XIV. 2  Conditions to the Company's Election to Pay the Repurchase
                Price in Common Stock                                       102
SECTION XIV. 3  Notices; Method of Exercising Repurchase Right, Etc         103
SECTION XIV. 4  Certain Definitions                                         106
SECTION XIV. 5  Consolidation, Merger, etc                                  107

ARTICLE XV      HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; 
                NON-RECOURSE                                                108
SECTION XV. 1   Company to Furnish Trustee Names and Addresses of Holders   108
SECTION XV. 2   Preservation of Information                                 108
SECTION XV. 3   Reserved                                                    108
SECTION XV. 4   Reports by Trustee                                          108
SECTION XV. 5   Reports by Company                                          109

ARTICLE XVI     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND 
                DIRECTORS                                                   109
SECTION XVI. 1  Indenture and Securities Solely Corporate Obligations       109

<PAGE>

     INDENTURE, dated as of March 1, 1999, between EXODUS 
COMMUNICATIONS, INC., a corporation duly organized and existing under the 
laws of the State of Delaware, having its principal office at 2831 
Mission College Boulevard, Santa Clara, California 95054 (herein called 
the "Company"), and CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL 
ASSOCIATION, a national banking association, as Trustee hereunder (herein 
called the "Trustee").

                          RECITALS OF THE COMPANY

     The Company has duly authorized the creation of an issue of 
its 5% Convertible Subordinated Notes due March 15, 2006 (herein called 
the "Securities") of substantially the tenor and amount hereinafter set 
forth, and to provide therefor the Company has duly authorized the 
execution and delivery of this Indenture.

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

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I       

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONARTICLE I
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1     Definitions . SECTION I.1     Definitions

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

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

     (2)     all accounting terms not otherwise defined herein have 
the meanings assigned to them in accordance with generally accepted 
accounting principles in the United States, and, except as otherwise 
herein expressly provided, the term "generally accepted accounting 
principles" with respect to any computation required or permitted 
hereunder shall mean such accounting principles as are generally accepted 
at the date of such computation; and

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

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

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

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

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

     "Authenticating Agent" means any Person authorized pursuant to 
Section 6.12 to act on behalf of the Trustee to authenticate Securities.

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

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

     "Business Day", when used with respect to any Place of Payment, 
Place of Conversion or any other place, as the case may be, means each 
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on 
which banking institutions in such Place of Payment, Place of Conversion 
or other place, as the case may be, are authorized or obligated by law or 
executive order to close; provided, however, that a day on which banking 
institutions in New York, New York are authorized or obligated by law or 
executive order to close shall not be a Business Day for purposes of 
Section 13.9.

     "Change in Control" has the meaning specified in Section 14.4(2).

     "Closing Price Per Share" means, with respect to the Common 
Stock, for any day, (i) the last reported bid price regular way on the 
Nasdaq National Market or, (ii) if the Common Stock is not quoted on the 
Nasdaq National Market, the last reported sale price regular way per 
share or, in case no such reported sale takes place on such day, the 
average of the reported closing bid and asked prices regular way, in 
either case, on the principal national securities exchange on which the 
Common Stock is listed or admitted to trading, or (iii) if the Common 
Stock is not quoted on the Nasdaq National Market or listed or admitted 
to trading on any national securities exchange, the average of the 
closing bid prices in the over-the-counter market as furnished by any New 
York Stock Exchange member firm selected from time to time by the Company 
for that purpose.

     "Code" has the meaning specified in Section 2.l.

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

     "Common Stock" means the Common Stock, par value $0.001 per 
share, of the Company authorized at the date of this instrument as 
originally executed. Subject to the provisions of Section 12.11, shares 
issuable on conversion or repurchase of Securities shall include only 
shares of Common Stock or shares of any class or classes of common stock 
resulting from any reclassification or reclassifications thereof; 
provided, however, that if at any time there shall be more than one such 
resulting class, the shares so issuable on conversion of Securities shall 
include shares of all such classes, and the shares of each such class 
then so issuable shall be substantially in the proportion which the total 
number of shares of such class resulting from all such reclassifications 
bears to the total number of shares of all such classes resulting from 
all such reclassifications.

     "Common stock" includes any stock of any class of capital stock 
which has 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 issuer thereof and which is not subject to redemption 
by the issuer thereof.

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

     "Company Request" or "Company Order" means a written request or 
order signed in the name of the Company by its (i) Chairman of the Board, 
its Vice Chairman of the Board, its Chief Executive Officer, its 
President, an Executive Vice President or a Vice President, and by its 
(ii) principal financial officer, Treasurer, an Assistant Treasurer, its 
Secretary or an Assistant Secretary, and delivered to the Trustee.

     "Constituent Person" has the meaning specified in Section 12.11.

     "Conversion Agent" means any Person authorized by the Company to 
convert Securities in accordance with Article XII. The Company has 
initially appointed the Trustee as its Conversion Agent pursuant to 
Section 10.2 hereof.

     "Conversion Price" has the meaning specified in Section 14.4(3).

     "Conversion Rate" has the meaning specified in Section 12.1.

     "Corporate Trust Office" means the office of the Trustee at which 
at any particular time the trust created by this Indenture shall be 
principally administered (which at the date of this Indenture is located 
at 101 California Street, Suite 2725, San Francisco, CA 94111, Attention: 
Corporate Trust Administration (Exodus Communications, Inc., 5% 
Convertible Subordinated Notes due March 15, 2006)).

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

     "Defaulted Interest" has the meaning specified in Section 3.7.

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

     "Designated Senior Debt" means the Company's obligations in 
respect of (x) the Company's 11 1/4% Senior Notes due 2008 and (y) any 
particular Senior Indebtedness in which the instrument creating or 
evidencing the same or the assumption or guarantee thereof (or related 
agreements or documents to which the Company is a party) expressly 
provides that such Senior Indebtedness shall be "Designated Senior 
Debt" for purposes of this Indenture (provided that such instrument, 
agreement or other document may place limitations and conditions on the 
right of such Senior Indebtedness to exercise the rights of Designated 
Senior Debt).

     "Distribution Date" shall mean the "Distribution Date" as such 
term is defined in the Rights Agreement.

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

     "DTC" means The Depository Trust Company, a New York corporation.
"Effective Failure" has the meaning specified in Section 10.11.
"Effectiveness Period" has the meaning specified in Section 
10.11.

     "Event of Default" has the meaning specified in Section 5.1.

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

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

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

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

     "Initial Purchasers" means Goldman, Sachs & Co., BancBoston 
Robertson Stephens Inc., BT Alex. Brown Incorporated, Donaldson, Lufkin & 
Jenrette Securities Corporation and Hambrecht & Quist LLC.

     "Interest Payment Date" means the Stated Maturity of an 
installment of interest on the Securities.

     "Issue Date" means March 3, 1999.

     "Liquidated Damages" has the meaning specified in Section 10.11.

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

     "Non-electing Share" has the meaning specified in Section 12.11.

     "Notice of Default" has the meaning specified in Section 5.1.

     "Offer to Purchase" has the meaning specified in Section 14.3

     "Officers' Certificate" means a certificate signed by (i) the 
Chairman of the Board, a Vice Chairman of the Board, the Chief Executive 
Officer, the President, an Executive Vice President or a Vice President 
and by (ii) the principal financial officer, the Treasurer, an Assistant 
Treasurer, the Secretary or an Assistant Secretary of the Company, and 
delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may 
be counsel for the Company and who shall be acceptable to the Trustee.
"Outstanding", when used with respect to Securities, means, as of 
the date of determination, all Securities theretofore authenticated and 
delivered under this Indenture, except:

     (i)     Securities theretofore canceled by the 
Trustee or delivered to the Trustee for cancellation;

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

     (iii)   Securities which have been paid pursuant to 
Section 3.6 or in exchange for or in lieu of which other Securities have 
been authenticated and delivered pursuant to this Indenture, other than 
any such Securities in respect of which there shall have been presented 
to the Trustee proof satisfactory to it that such Securities are held by 
a bona fide purchaser in whose hands such Securities are valid 
obligations of the Company; and

     (iv)    Securities converted into Common Stock pursuant to Article XII;

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

     "Paying Agent" means any Person authorized by the Company to pay 
the principal of or interest on any Securities on behalf of the Company 
and, except as otherwise specifically set forth herein, such term shall 
include the Company if it shall act as its own Paying Agent. The Company 
has initially appointed the Trustee as its Paying Agent pursuant to 
Section 10.2 hereof.

     "Payment Blockage Notice" has the meaning specified in Section 
13.2.

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

     "Place of Conversion" has the meaning specified in Section 3.1.

     "Place of Payment" has the meaning specified in Section 3.1.

     "Predecessor Security" of any particular Security means every 
previous Security evidencing all or a portion of the same debt as that 
evidenced by such particular Security; and, for the purposes of this 
definition, any Security authenticated and delivered under Section 3.6 in 
exchange for or in lieu of a mutilated, destroyed, lost or stolen 
Security shall be deemed to evidence the same debt as the mutilated, 
destroyed, lost or stolen Security.

     "Purchase Agreement" means the Purchase Agreement, dated as of 
February 25, 1999, between the Company and the Initial Purchasers, as 
such agreement may be amended from time to time.

     "Qualified Institutional Buyer" shall mean a "qualified 
institutional buyer" as defined in Rule 144A.

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

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

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

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

     "Registrable Securities" has the meaning specified in Section 
10.11.

     "Registration Default" has the meaning specified in Section 
10.11.

     "Registration Rights Agreement" means the Registration Rights 
Agreement, dated as of March 1, 1999, between the Company and the Initial 
Purchasers, as such agreement may be amended from time to time.

     "Regular Record Date" for interest payable in respect of any 
Security on any Interest Payment Date means the March 1 or September 1 
(whether or not a Business Day), as the case may be, next preceding such 
Interest Payment Date.

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

     "Repurchase Date" has the meaning specified in Section 14.1.

     "Repurchase Price" has the meaning specified in Section 14.1.

     "Responsible Officer", when used with respect to the Trustee, 
means any officer within the Corporate Trust Office of the Trustee with 
direct responsibility for the administration of this Indenture and also 
means, with respect to a particular corporate trust matter, any other 
officer to whom such matter is referred because of his knowledge and 
familiarity with the particular subject.

     "Restricted Global Security" has the meaning specified in Section 
2.1.

     "Restricted Securities" means all Securities required pursuant to 
Section 3.5(3) to bear any Restricted Securities Legend. Such term 
includes the Restricted Global Security.

     "Restricted Securities Certificate" means a certificate 
substantially in the form set forth in Annex A.

     "Restricted Securities Legend" means, collectively, the legends 
substantially in the forms of the legends required in the form of 
Security set forth in Section 2.2 to be placed upon each Restricted 
Security.

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

     "Rule 144A Information" has the meaning specified in Section 
10.9.

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

     "Securities Act" means the United States Securities Act of 1933 
(or any successor statute), as amended from time to time.
"Security Register" and "Security Registrar" have the respective 
meanings specified in Section 3.5.

     "Senior Indebtedness" means the principal of (and premium, if 
any) and interest (including all interest accruing subsequent to the 
commencement of any bankruptcy or similar proceeding, whether or not a 
claim for post-petition interest is allowable as a claim in any such 
proceeding) rent and end of term payments payable on, and, to the extent 
not included in the foregoing, all amounts payable as fees, costs, 
expenses, liquidated damages, indemnities, repurchase and other put 
obligations and other amounts to the extent accrued or due, in connection 
with the following, whether secured or unsecured, due or to become due, 
outstanding on the date of this Indenture or thereafter created, incurred 
or assumed:  (a) indebtedness of the Company evidenced by a credit or 
loan agreement, note, bond, debenture or other written obligation, (b) 
all obligations of the Company for money borrowed, (c) all obligations of 
the Company evidenced by a note or similar instrument given in connection 
with the acquisition of any businesses, properties or assets of any kind, 
(d) obligations of the Company (i) as lessee under leases required to be 
capitalized on the balance sheet of the lessee under generally accepted 
accounting principles and (ii) as lessee under other leases for 
facilities, capital equipment or related assets, whether or not 
capitalized, entered into or leased for financing purposes, (e) all 
obligations of the Company under interest rate and currency swaps, caps, 
floors, collars, hedge agreements, forward contracts or similar 
agreements or arrangements, (f) all obligations of the Company with 
respect to letters of credit, bankers' acceptances and similar facilities 
(including reimbursement obligations with respect to the foregoing), (g) 
all obligations of the Company issued or assumed as the deferred purchase 
price of property or services (but excluding trade accounts payable and 
accrued expenses arising in the ordinary course of business), (h) all 
obligations of the type referred to in clauses (a) through (g) above of 
another Person and all dividends of another Person, the payment of which, 
in either case, the Company has assumed or guaranteed, or for which the 
Company is responsible or liable, directly or indirectly, jointly or 
severally, as obligor, guarantor or otherwise, or which is secured by a 
lien on the property of the Company, and (i) renewals, extensions, 
modifications, replacements, restatements and refundings of, or any 
indebtedness or obligation issued in exchange for, any such indebtedness 
or obligation described in clauses (a) through (h) of this paragraph; 
provided, however, that Senior Indebtedness shall not include the 
Securities or any such indebtedness or obligation if the terms of such 
indebtedness or obligation (or the terms of the instrument under which, 
or pursuant to which it is issued) expressly provide that such 
indebtedness or obligation is not superior in right of payment to the 
Securities.

     "Shelf Registration Statement" has the meaning specified in 
Section 10.11.

     "Significant Subsidiary" means, with respect to any Person, a 
Subsidiary of such Person that would constitute a "significant 
subsidiary" as such term is defined under Rule 1-02 of Regulation S-X 
under the Securities Act and the Exchange Act.

     "Special Record Date" for the payment of any Defaulted Interest 
means a date fixed by the Company pursuant to Section 3.7.

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

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

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

     "Surrender Certificate" means a certificate substantially in the 
form set forth in Annex C.

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

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

     "Trustee" means the Person named as the "Trustee" in the first 
paragraph of this instrument until a successor Trustee shall have become 
such pursuant to the applicable provisions of this Indenture, and 
thereafter "Trustee" shall mean such successor Trustee.
"United States" means the United States of America (including the 
States and the District of Columbia), its territories, its possessions 
and other areas subject to its jurisdiction (its "possessions" 
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, 
Wake Island and the Northern Mariana Islands).

     "Unrestricted Securities Certificate" means a certificate 
substantially in the form set forth in Annex B.

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

SECTION 1.2     Compliance Certificates And Opinions

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

     Every certificate or opinion with respect to compliance with a 
condition or covenant provided for in this Indenture (including 
certificates provided for in Section 10.8) shall include:

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

     (2)     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;

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

     (4)     a statement as to whether, in the opinion of each such 
individual, such condition or covenant has been complied with.

SECTION 1.3     Form of Documents Delivered to The Trustee

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

     Any certificate or opinion of an officer of the Company may be 
based, insofar as it relates to legal matters, upon a certificate or 
opinion of, or representations by, counsel, unless such officer knows, or 
in the exercise of reasonable care should know, that the certificate or 
opinion or representations with respect to the matters upon which such 
certificate or opinion is based are erroneous. Any such certificate or 
opinion of counsel may be based, insofar as it relates to factual 
matters, upon a certificate or opinion of, or representations by, an 
officer or officers of the Company or any other Person stating that the 
information with respect to such factual matters is in the possession of 
the Company or such other Person, unless such counsel knows, or in the 
exercise of reasonable care should know, that the certificate or opinion 
or representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more 
applications, requests, consents, certificates, statements, opinions or 
other instruments under this Indenture, they may, but need not, be 
consolidated and form one instrument.

SECTION 1.4     Acts of Holders of Securities

     (1)     Any request, demand, authorization, direction, notice, 
consent, waiver or other action provided or permitted by this Indenture 
to be given or taken by Holders of Securities may be embodied in and 
evidenced by (A) one or more instruments of substantially similar tenor 
signed by such Holders in person or by an agent or proxy duly appointed 
in writing by such Holders or (B) the record of Holders of Securities 
voting in favor thereof, either in person or by proxies duly appointed in 
writing, at any meeting of Holders of Securities duly called and held in 
accordance with the provisions of Article IX. Such action shall become 
effective when such instrument or instruments or record is delivered to 
the Trustee and, where it is hereby expressly required, to the Company. 
The Trustee shall promptly deliver to the Company copies of all such 
instruments and records delivered to the Trustee. Such instrument or 
instruments and records (and the action embodied therein and evidenced 
thereby) are herein sometimes referred to as the "Act" of the Holders 
of Securities signing such instrument or instruments and so voting at 
such meeting. Proof of execution of any such instrument or of a writing 
appointing any such agent or proxy, or of the holding by any Person of a 
Security, shall be sufficient for any purpose of this Indenture and 
(subject to Section 6.1) conclusive in favor of the Trustee and the 
Company if made in the manner provided in this Section. The record of any 
meeting of Holders of Securities shall be proved in the manner provided 
in Section 9.6.

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

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

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

     (5)     The Company may, but shall not be obligated to, set any 
day as the record date for the purpose of determining the Holders 
entitled to give or take any request, demand, authorization, direction, 
notice, consent, waiver or other action, or to vote on any action, 
authorized or permitted by this Indenture to be given or taken by 
Holders. Promptly and in any case not later than ten days after setting a 
record date, the Company shall notify the Trustee and the Holders of such 
record date. If not set by the Company prior to the first solicitation of 
a Holder made by any Person in respect of any such action, or, in the 
case of any such vote, prior to such vote, the record date for any such 
action or vote shall be the 30th day (or, if later, the date of the most 
recent list of Holders required to be provided pursuant to Section 15.1) 
prior to such first solicitation or vote, as the case may be. With regard 
to any record date, the Holders on such date (or their duly appointed 
agents or proxies), and only such Persons, shall be entitled to give or 
take, or vote on, the relevant action, whether or not such Holders remain 
Holders after such record date. Notwithstanding the foregoing, the 
Company shall not set a record date for, and the provisions of this 
paragraph shall not apply with respect to, any notice, declaration or 
direction referred to in the next paragraph.  Nothing in this paragraph 
shall prevent the Company from setting a new record date for any action 
for which a record date has previously been set pursuant to this 
paragraph (whereupon the record date previously set shall automatically 
and with no action by any Person be canceled and of no effect), nor shall 
anything in this paragraph be construed to render ineffective any action 
taken by Holders of the requisite principal amount of Outstanding 
Securities on the date such action is taken.  

     (6)     Upon receipt by the Trustee from any Holder of (i) any 
notice of default or breach referred to in Section 5.1(4), if such 
default or breach has occurred and is continuing and the Trustee shall 
not have given such a notice to the Company, (ii) any declaration of 
acceleration referred to in Section 5.2, if an Event of Default has 
occurred and is continuing and the Trustee shall not have given such a 
declaration to the Company, or (iii) any direction referred to in Section 
5.12, if the Trustee shall not have taken the action specified in such 
direction, then, with respect to clauses (ii) and (iii), a record date 
shall automatically and without any action by the Company or the Trustee 
be set for determining the Holders entitled to join in such declaration 
or direction, which record date shall be the close of business on the 
tenth day (or, if such day is not a Business Day, the first Business Day 
thereafter) following the day on which the Trustee receives such 
declaration or direction, and, with respect to clause (i), the Trustee 
may set any day as a record date for the purpose of determining the 
Holders entitled to join in such notice of default. Promptly after such 
receipt by the Trustee of any such declaration or direction referred to 
in clause (ii) or (iii), and promptly after setting any record date with 
respect to clause (i), and as soon as practicable  thereafter, the 
Trustee shall notify the Company and the Holders of any such record date 
so fixed. The Holders on such record date (or their duly appointed agents 
or proxies), and only such Persons, shall be entitled to join in such 
notice, declaration or direction, whether or not such Holders remain 
Holders after such record date; provided that, unless such notice, 
declaration or direction shall have become effective by virtue of Holders 
of the requisite principal amount of Securities on such record date (or 
their duly appointed agents or proxies) having joined therein on or prior 
to the 90th day after such record date, such notice, declaration or 
direction shall automatically and without any action by any Person be 
canceled and of no further effect. Nothing in this paragraph shall be 
construed to prevent a Holder (or a duly appointed agent or proxy 
thereof) from giving, before or after the expiration of such 90-day 
period, a notice, declaration or direction contrary to or different from, 
or, after the expiration of such period, identical to, the notice, 
declaration or direction to which such record date relates, in which 
event a new record date in respect thereof shall be set pursuant to this 
paragraph. In addition, nothing in this paragraph shall be construed to 
render ineffective any notice, declaration or direction of the type 
referred to in this paragraph given at any time to the Trustee and the 
Company by Holders (or their duly appointed agents or proxies) of the 
requisite principal amount of Securities on the date such notice, 
declaration or direction is so given.

     (7)     Except as provided in Sections 5.12 and 5.13, any 
request, demand, authorization, direction, notice, consent, election, 
waiver or other Act of the Holder of any Security shall bind every future 
Holder of the same Security and the Holder of every Security issued upon 
the registration of transfer thereof or in exchange therefor or in lieu 
thereof in respect of anything done, omitted or suffered to be done by 
the Trustee or the Company in reliance thereon, whether or not notation 
of such action is made upon such Security.

     (8)     The provisions of this Section 1.4 are subject to the 
provisions of Section 9.5.

SECTION 1.5     Notices, Etc. to Trustee and Company

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

     (1)     the Trustee by any Holder of Securities or by the 
Company shall be sufficient for every purpose hereunder if made, given, 
furnished or filed in writing to or with a Responsible Officer of the 
Trustee and received at its Corporate Trust Office, Attention: Corporate 
Trust Administration (Exodus Communications, Inc., 5% Convertible 
Subordinated Notes due March 15, 2006).

     (2)     the Company by the Trustee or by any Holder of 
Securities shall be sufficient for every purpose hereunder (unless 
otherwise herein expressly provided) if in writing, mailed, first-class 
postage prepaid, or telecopied and confirmed by mail, first-class postage 
prepaid, or delivered by hand or overnight courier, addressed to the 
Company at 2831 Mission College Boulevard, Santa Clara, California 95054, 
Attention: General Counsel, or at any other address previously furnished 
in writing to the Trustee by the Company.

SECTION 1.6     Notice to Holders of Securities;

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

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

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

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

SECTION 1.7     Effect of Headings and Table of Contents

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

SECTION 1.8     Successors and Assigns

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

SECTION 1.9     Separability Clause

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

SECTION 1.10    Benefits of Indenture

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

SECTION 1.11    Governing Law

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE 
UNITED STATES OF AMERICA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS 
OF LAWS.

SECTION 1.12    Legal Holidays

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

SECTION 1.13    Conflict With Trust Indenture Act

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

                                   ARTICLE II      

                                 SECURITY FORMS

SECTION 2.1     Form Generally

     The Securities shall be in substantially the form set forth in this 
Article, with such appropriate insertions, omissions, substitutions and 
other  variations as are required or permitted by this Indenture, and may 
have such letters, numbers or other marks of identification and such 
legends or endorsements placed thereon as may be required to comply with 
the rules of any securities exchange, the Internal Revenue Code of 1986, 
as amended, and regulations thereunder (the "Code"), or as may, 
consistent herewith, be determined by the officers executing such 
Securities, as evidenced by their execution thereof.  All Securities 
shall be in fully registered form.

     The Trustee's certificates of authentication shall be in 
substantially the form set forth in Section 2.3.

     Conversion notices shall be in substantially the form set forth in 
Section 2.4.

     Repurchase notices shall be substantially in the form set forth in 
Section 2.2.

     The Securities shall be printed, lithographed, typewritten or 
engraved or produced by any combination of these methods or may be 
produced in any other manner permitted by the rules of any automated 
quotation system or securities exchange (including on steel engraved 
borders if so required by any securities exchange upon which the 
Securities may be listed) on which the Securities may be quoted or 
listed, as the case may be, all as determined by the officers executing 
such Securities, as evidenced by their execution thereof.

     Upon their original issuance, Securities issued as contemplated by 
the Purchase Agreement to Qualified Institutional Buyers in reliance on 
Rule 144A shall be issued in the form of one or more Global Securities in 
definitive, fully registered form without interest coupons and bearing 
the Restricted Securities Legend.  Such Global Security shall be 
registered in the name of DTC, as Depositary, or its nominee and 
deposited with the Trustee, as custodian for DTC, for credit by DTC to 
the respective accounts of beneficial owners of the Securities 
represented thereby (or such other accounts as they may direct). Such 
Global Security, together with its Successor Securities which are Global 
Securities, are collectively herein called the "Restricted Global 
Security".

SECTION 2.2 Form of Security

                                [FORM OF FACE]

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

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

     THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS 
CONVERSION MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED 
EXCEPT (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED 
INSTITUTIONAL BUYER ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A 
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS 
OF RULE 144A, (II) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" 
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE 
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS 
OF THE SECURITIES ACT, (III)  PURSUANT TO THE EXEMPTION FROM REGISTRATION 
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), 
OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT, AND IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH 
ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTION OF 
THE UNITED STATES.

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

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

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

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

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES 
IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN 
THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A 
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF 
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR 
BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A 
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

<PAGE>




                             EXODUS COMMUNICATIONS, INC.
              5% CONVERTIBLE SUBORDINATED NOTE DUE MARCH 15, 2006

No._______________                                        $ ______________

CUSIP NO.______________


     EXODUS COMMUNICATIONS, INC., a corporation duly organized and 
existing under the laws of the State of Delaware (herein called the 
"Company", which term includes any successor Person under the Indenture 
referred to on the reverse hereof), for value received, hereby promises 
to pay to _________________, or registered assigns, the principal sum of 
________ United States Dollars (U.S.$______ ) [if this Security is a 
Global Security, then insert -- (which principal amount may from time to 
time be increased or decreased to such other principal amounts (which, 
taken together with the principal amounts of all other Outstanding 
Securities, shall not exceed $250,000,000 in the aggregate at any time) 
by adjustments made on the records of the Trustee hereinafter referred to 
in accordance with the Indenture)] on March 15, 2006 and to pay interest 
thereon, from March 3, 1999, or from the most recent Interest Payment 
Date (as defined below) to which interest has been paid or duly provided 
for, semi-annually in arrears on March 15 and September 15 in each year 
(each, an "Interest Payment Date"), commencing September 15, 1999, at 
the rate of 5% per annum, until the principal hereof is due, and at the 
rate of 7% per annum on any overdue principal and premium, if any, and, 
to the extent permitted by law, on any overdue interest. The interest so 
payable, and punctually paid or duly provided for, on any Interest 
Payment Date will, as provided in the Indenture, be paid to the Person in 
whose name this Security (or one or more  Predecessor Securities) is 
registered at the close of business on the Regular Record Date for such 
interest, which shall be the March 1 or September 1 (whether or not a 
Business Day), as the case may be, next preceding such Interest Payment 
Date.  Except as otherwise provided in the Indenture, any such interest 
not so punctually paid or duly provided for will forthwith cease to be 
payable to the Holder on such Regular Record Date and may either be paid 
to the Person in whose name this Security (or one or more Predecessor 
Securities) is registered at the close of business on a Special Record 
Date for the payment of such Defaulted Interest to be fixed by the 
Company, notice whereof shall be given to Holders of Securities not less 
than 10 days prior to the Special Record Date, or be paid at any time in 
any other lawful manner not inconsistent with the requirements of any 
automated quotation system or securities exchange on which the Securities 
may be quoted or listed, and upon such notice as may be required by such 
exchange, all as more fully provided in the Indenture. Payments of 
principal shall be made upon the surrender of  this Security at the 
option of the Holder at the Corporate Trust Office of  the Trustee, or at 
such other office or agency of the Company as may be designated by it for 
such purpose in the Borough of Manhattan, The City of  New York, in such 
coin or currency of the United States of America as at the time of 
payment shall be legal tender for the payment of public and private 
debts, or at such other offices or agencies as the Company may designate, 
by United States Dollar check drawn on, or transfer to, a United States 
Dollar account (such a transfer to be made only to a Holder of an 
aggregate principal amount of Securities in excess of U.S.$2,000,000, and 
only if such Holder shall have furnished wire instructions in writing to 
the Trustee no later than 15 days prior to the relevant payment date). 
Payment of interest on this Security may be made by United States Dollar 
check mailed to the address of the Person entitled thereto as such 
address shall appear in the Security Register, or, upon written 
application by the Holder to the Security Registrar setting forth wire 
instructions not later than the relevant Record Date, by transfer to a 
United States Dollar account (such a transfer to be made only to a Holder 
of an aggregate principal amount of  Securities in excess of U.S. 
$2,000,000 and only if such Holder shall have furnished wire instructions 
in writing to the Trustee no later than 15 days prior to the relevant 
payment date).

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

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

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

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

                           EXODUS COMMUNICATIONS, INC.

                           By:__________________________________
                           Name: 
                           Title:

Attest:


By:_______________________________
Name:
Title:



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:  

                          CHASE MANHATTAN BANK AND TRUST
                          COMPANY, NATIONAL ASSOCIATION,
                          as Trustee

                          By:__________________________________
                                 Authorized Signatory

                               [FORM OF REVERSE]

     This Security is one of a duly authorized issue of securities of 
the Company designated as its "5% Convertible Subordinated Notes due 
March 15, 2006" (herein called the "Securities"), limited in aggregate 
principal amount to U.S. $250,000,000, issued and to be issued under an 
Indenture, dated as of March 1, 1999 (herein called the "Indenture"), 
between the Company and Chase Manhattan Bank and Trust Company, National 
Association, as Trustee (herein called the "Trustee", which term 
includes any successor trustee under the Indenture), to which Indenture 
and all indentures supplemental thereto reference is hereby made for a 
statement of the respective rights, limitations of rights, duties and 
immunities thereunder of the Company, the Trustee, the holders of Senior 
Indebtedness and the Holders of the Securities and of the terms upon 
which the Securities are, and are to be, authenticated and delivered.  As 
provided in the Indenture and subject to certain limitations therein set 
forth, Securities are exchangeable for a like aggregate principal amount 
of Securities of any authorized denominations as requested by the Holder 
surrendering the same upon surrender of the Security or Securities to be 
exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon 
such surrender by the Holder will issue the new Securities in the 
requested denominations.

     No sinking fund is provided for the Securities.  The Securities 
will not be subject to redemption prior to March 20, 2001 and will be 
redeemable on and after that date at the option of the Company, in whole 
or in part, upon not less than 30 nor more than 60 days notice to the 
Holders prior to the Redemption Date at the Redemption Prices (expressed 
as percentages of the principal amount) set forth below; provided, 
however, that the Securities will not be redeemable at the option of the 
Company on or after March 20, 2001 and before March 20, 2003 unless the 
last reported bid price for the Common Stock equals or exceeds 140% of 
the conversion price for at least 20 trading days within a period of 30 
consecutive trading days ending within five trading days of the call for 
redemption.

     The following table sets forth the Redemption Prices (expressed as 
percentages of the principal amount) if such Security is redeemed during 
the 12-month periods beginning on March 20 of the years indicated below:

                YEAR    REDEMPTION PRICE
                -----   ----------------
                2001         103.57% 
                2002         102.86    
                2003         102.14             
                2004         101.43    
                2005         100.71    

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

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

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

     Subject to and upon compliance with the provisions of the 
Indenture, the Holder of this Security is entitled, at his option, at any 
time following the initial issuance date of the Securities and on or 
before the close of business on the date of Maturity, or in case this 
Security or a portion hereof is called for redemption or the Holder 
hereof has exercised his right to require the Company to repurchase this 
Security or such portion hereof, then in respect of this Security until 
and including, but (unless the Company defaults in making the payment due 
upon redemption or repurchase, as the case may be) not after, the close 
of business on the Redemption Date or the Repurchase Date, as the case 
may be, to convert this Security (or any portion of the principal amount 
hereof that is an integral multiple of U.S.$1,000, provided that the 
unconverted portion of such principal amount is U.S.$1,000 or any 
integral multiple of U.S.$1,000 in excess thereof) into fully paid and 
nonassessable shares of Common Stock of the Company at an initial 
Conversion Rate of 10.9463 shares of Common Stock for each U.S.$1,000 
principal amount of Securities (or at the current adjusted Conversion 
Rate if an adjustment has been made as provided in the Indenture) by 
surrender of this Security, duly endorsed or assigned to the Company or 
in blank, with the conversion notice hereon duly executed and, in case 
such surrender shall be made during the period from the close of business 
on any Regular Record Date next preceding any Interest Payment Date to 
the opening of business on such Interest Payment Date (except if this 
Security or portion thereof has been called for redemption on a 
Redemption Date during the period from such Regular Record Date through 
the date that is three Business Days following such Interest Payment 
Date), also accompanied by payment in New York Clearing House or other 
funds acceptable to the Company of an amount equal to the interest 
payable on such Interest Payment Date on the principal amount of this 
Security then being converted, to the Company at the Corporate Trust 
Office of the Trustee, or at such other office or agency of the Company, 
subject to any laws or regulations applicable thereto and subject to the 
right of the Company to terminate the appointment of any Conversion Agent 
(as defined below) as may be designated by it for such purpose in the 
Borough of  Manhattan, The City of New York, or at such other offices or 
agencies as the Company may designate (each a "Conversion Agent").  
Subject, in the case of a conversion after the close of business on the 
Regular Record Date next preceding any Interest Payment Date and on or 
before the close of business on such Interest Payment Date, to the right 
of the Holder of this Security (or any Predecessor Security of record as 
of such Regular Record Date) to receive the related installment of 
interest to the extent and under the circumstances provided in the 
Indenture, no cash payment or adjustment is to be made on conversion for 
interest accrued hereon from the Interest Payment Date next preceding the 
day of conversion, or for dividends on the Common Stock issued on 
conversion hereof.  The Company shall thereafter deliver to the Holder 
the fixed number of shares of Common Stock (together with any cash 
adjustment, as provided in the Indenture) into which this Security is 
convertible and such delivery will be deemed to satisfy the Company's 
obligation to pay the principal amount of this Security. No fractions of 
shares or scrip representing fractions of shares will be issued on 
conversion, but instead of any fractional interest (calculated to the 
nearest 1/100th of a share) the Company shall pay a cash adjustment as 
provided in the Indenture. The Conversion Rate is subject to adjustment 
as provided in the Indenture. In addition, the Indenture provides that in 
case of certain consolidations or mergers to which the Company is a party 
(other than a consolidation or merger that does not result in any 
reclassification, conversion, exchange or cancellation of the Common 
Stock) or the conveyance, transfer, sale or lease of all or substantially 
all of the property and assets of the Company, the Indenture shall be 
amended, without the consent of any Holders of Securities, so that this 
Security, if then Outstanding, will be convertible thereafter, during the 
period this Security shall be convertible as specified above, only into 
the kind and amount of securities, cash and other property receivable 
upon such consolidation, merger, conveyance, transfer, sale or lease by a 
holder of the number of  shares of Common Stock of the Company into which 
this Security could have been converted immediately prior to such 
consolidation, merger, conveyance, transfer, sale or lease (assuming such 
holder of Common Stock is not a Constituent Person or an Affiliate of a 
Constituent Person, failed to exercise any rights of election and 
received per share the kind and amount received per share by a plurality 
of Non-electing Shares). No adjustment in the Conversion Rate will be 
made until such adjustment would require an increase or decrease of at 
least one percent of such rate, provided that any adjustment that would 
otherwise be made will be carried forward and taken into account in the 
computation of any subsequent adjustment.  

     If this Security is a Registrable Security (as defined in this 
Indenture), then the Holder of this Security [if this security is a 
global security, then insert -- (including any Person that has a 
beneficial interest in this Security)] and the Common Stock of the 
Company issuable upon conversion hereof is entitled to the benefits of 
the Registration Rights Agreement, dated as of March 1, 1999 (the 
"Registration Rights Agreement"), between the Company and the Initial 
Purchasers, as such agreement may be amended from time to time.  Pursuant 
to the Registration Rights Agreement, the Company has agreed for the 
benefit of the Holders from time to time of the Registrable Securities 
that it will, at its expense, (a) within 90 days after the Issue Date 
file a shelf registration statement (the "Shelf Registration 
Statement") with the Commission with respect to resales of the 
Registrable Securities, (b) use all reasonable efforts to cause such 
Shelf  Registration Statement to be declared effective by the Commission 
within 180 days after the Issue Date of the Securities, provided, 
however, that the Company may, upon written notice to all the Holders, 
postpone having the Shelf Registration Statement declared effective for a 
reasonable period not to exceed 90 days if the Company possesses material 
non-public information, the disclosure of which would have a material 
adverse effect on the Company and its subsidiaries taken as a whole, and 
(c) use all reasonable efforts to maintain such Shelf Registration 
Statement effective under the Securities Act of 1933, as amended, until 
the second annual anniversary of the date it is declared effective or 
such earlier date as is provided in the Registration Rights Agreement 
(the "Effectiveness Period"). The Company will be permitted to suspend 
the use of  the prospectus which is part of the Shelf Registration 
Statement during certain periods of time as provided in the Registration 
Rights Agreement.

     If (i) on or prior to 90 days following the Issue Date, a Shelf  
Registration Statement has not been filed with the Commission, or (ii) on 
or prior to the 180th day following the Issue Date, such Shelf 
Registration Statement is not declared effective (each, a "Registration 
Default"), additional interest ("Liquidated Damages") will accrue on 
this Restricted Security from and including the day following such 
Registration Default to but excluding the day on which such Registration 
Default has been cured. Liquidated Damages will be paid semi-annually in 
arrears, with the first semi-annual payment due on the first Interest 
Payment Date, as applicable, in respect of the Restricted Securities 
following the date on which such Liquidated Damages begin to accrue, and 
will accrue at a rate per annum equal to an additional one-quarter of one 
percent (0.25%) of the principal amount of the Restricted Securities to 
and including the 90th day following such Registration Default and at a 
rate per annum equal to one-half of one percent (0.50%) thereof from and 
after the 91st day following such Registration Default. Pursuant to the 
Registration Rights Agreement, in the event that the Shelf Registration 
Statement ceases to be effective (or the Holders of Registrable 
Securities are otherwise prevented or restricted by the Company from 
effecting sales pursuant thereto) (an "Effective Failure") during the 
Effectiveness Period for more than 45 days, whether or not consecutive, 
during any 90 day period, or for more than 90 days, whether or not 
consecutive, during any 12-month period, then the interest rate borne by 
the Restricted Securities shall increase by an additional one-half of one 
percent (0.50%) per annum from the 46th day of the applicable 90 day 
period or the 91st day of the applicable 12-month period, as the case may 
be, until such time as the Effective Failure is cured.

     Whenever in this Security there is a reference, in any context, to 
the payment of the principal of, premium, if any, or interest on, or in 
respect of, any Security, such mention shall be deemed to include mention 
of the payment of Liquidated Damages payable as described in the 
preceding paragraph to the extent that, in such context, Liquidated 
Damages are, were or would be payable in respect of such Security and 
express mention of the payment of Liquidated Damages (if applicable) in 
any provisions of this Security shall not be construed as excluding 
Liquidated Damages in those provisions of this Security where such 
express mention is not made.

     [If this Security is a Registrable Security and the Holder of this 
Security [if this security is a global security, then insert -- 
(including any Person that has a beneficial interest in this Security)] 
elects to sell this Security pursuant to the Shelf Registration Statement 
then, by its acceptance hereof, such Holder of this Security agrees to be 
bound by the terms of the Registration Rights Agreement relating to the 
Registrable Securities which are the subject of such election.]

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

     [The following paragraph shall appear in each Global Security:

     In the event of a deposit or withdrawal of an interest in this 
Security, including an exchange, transfer, redemption, repurchase or 
conversion of this Security in part only, the Trustee, as custodian of 
the Depositary, shall make an adjustment on its records to reflect such 
deposit or withdrawal in accordance with the Applicable Procedures.]

     [The following paragraph shall appear in each Security that is not 
a Global Security:

     In the event of redemption, repurchase or conversion of this 
Security in part only, a new Security or Securities for the unredeemed, 
unrepurchased or unconverted portion hereof will be issued in the name of 
the Holder hereof.]

     The indebtedness evidenced by this Security is, to the extent and 
in the manner provided in the Indenture, subordinate and subject in right 
of  payment to the prior payment in full of all Senior Indebtedness of 
the Company, and this Security is issued subject to such provisions of 
the Indenture with respect thereto. Each Holder of this Security, by 
accepting the same, (a) agrees to and shall be bound by such provisions, 
(b) authorizes and directs the Trustee on his behalf to take such action 
as may be necessary or appropriate to effectuate the subordination so 
provided and (c) appoints the Trustee his attorney-in-fact for any and 
all such purposes.

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

     The Indenture permits, with certain exceptions as therein provided, 
the amendment thereof and the modification of the rights and obligations 
of the Company and the rights of the Holders of the Securities under the 
Indenture at any time by the Company and the Trustee with either (a) the 
written consent of the Holders of not less than a majority in principal 
amount of the Securities at the time Outstanding, or (b) by the adoption 
of a resolution, at a meeting of Holders of the Outstanding Securities at 
which a quorum is present, by the Holders of at least 66-2/3% in 
aggregate principal amount of the Outstanding Securities represented and 
entitled to vote at such meeting. The Indenture also contains provisions 
permitting the Holders of specified percentages in principal amount of 
the Securities at the time Outstanding, on behalf of the Holders of all 
the Securities, to waive compliance by the Company with certain 
provisions of the Indenture and certain past defaults under the Indenture 
and their consequences. Any such consent or waiver by the Holder of this 
Security shall be conclusive and binding upon such Holder and upon all 
future Holders of this Security and of any Security issued in exchange 
therefore or in lieu hereof whether or not notation of such consent or 
waiver is made upon this Security or such other Security.

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

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

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

     Prior to due presentation of a this 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 thereof for all purposes, whether or not such Security be 
overdue, and neither the Company, the Trustee nor any such agent shall be 
affected by notice to the contrary.

     No recourse for the payment of the principal (and premium, if any) 
or interest on this Security and no recourse under or upon any 
obligation, covenant or agreement of the Company in the Indenture or any 
indenture supplemental thereto or in any Security, or because of the 
creation of any indebtedness represented thereby, shall be had against 
any incorporator, stockholder, employee, agent, officer or director or 
subsidiary, as such, past, present or future, of the Company or of any 
successor corporation, either directly or through the Company or any 
successor corporation, whether by virtue of any constitution, statute or 
rule of law or by the enforcement of any assessment or penalty or 
otherwise, all such liability being, by the acceptance hereof and as part 
of consideration for the issue hereof, expressly waived and released.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF 
AMERICA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

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

ABBREVIATIONS
The following abbreviations, when used in the inscription of the 
face of this Security, shall be construed as though they were written out 
in full according to applicable laws or regulations:

TEN COM   as tenant in common

TEN ENT   as tenants by the entireties (Cust)

JT TEN    as joint tenants with right 
          of survivorship and not as 
          tenants in common

UNIF GIFT MIN ACT ____ Custodian  _____
                 (Cust)          (Minor)
                 under Uniform 
                 Gifts to Minors Act _____                          
                                    (State)


     Additional abbreviations may also be used though not in the above 
list.


                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

     (1)     Pursuant to Article 14.1 of the Indenture, the undersigned 
hereby elects to have this Security repurchased by the Company.

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

Dated:
Signature(s)

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

Signature Guaranteed

Principal amount to be repurchased (at least
U.S. $5,000 or an integral multiple of $1,000
in excess thereof):  ___________________

Remaining principal amount following such
repurchase (not less than U.S. $1,000):  
______________

NOTICE: The signature to the foregoing Election must correspond to the 
Name as written upon the face of this Security in every particular, 
without alteration or any change whatsoever.

SECTION 2.3     Form of Certificate of Authentication

     The Trustee's certificate of authentication shall be in 
substantially the following form:

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

     Dated:                  


     CHASE MANHATTAN BANK AND TRUST COMPANY, 
     NATIONAL ASSOCIATION, as Trustee


     By:___________________________________________
                Authorized Signatory

SECTION 2.4     Form of Conversion Notice

                              CONVERSION NOTICE

     The undersigned Holder of this Security hereby irrevocably 
exercises the option to convert this Security, or any portion of the 
principal amount hereof (which is U.S.$1,000 or an integral multiple of 
U.S.$1,000 in excess thereof, provided that the unconverted portion of 
such principal amount is U.S. $1,000 or any integral multiple of U.S. 
$1,000 in excess thereof) below designated, into shares of Common Stock 
in accordance with the terms of the Indenture referred to in this 
Security, and directs that such shares, together with a check in payment 
for any fractional share and any Securities representing any unconverted 
principal amount hereof, be delivered to and be registered in the name of 
the undersigned unless a different name has been indicated below. If 
shares of Common Stock or Securities are to be registered in the name of 
a Person other than the undersigned, (a) the undersigned will pay all 
transfer taxes payable with respect thereto and (b) signature(s) must be 
guaranteed by an Eligible Guarantor Institution with membership in an 
approved signature guarantee program pursuant to Rule 17Ad-15 under the 
Securities Exchange Act of 1934. Any amount required to be paid by the 
undersigned on account of interest accompanies this Security.

Dated: ______________            Signature(s)________________________


If shares or Securities are to be registered in the
name of a Person other than the Holder, please
print such Person's name and address:

(Name)

(Address)
Social Security or other Identification
Number, if any

     [Signature Guaranteed]

If only a portion of the Securities is to be converted, please indicate:
1.      Principal amount to be converted: U.S. $ ___________
2.      Principal amount and denomination of Securities
        representing unconverted principal amount to be issued:
        Amount: U.S. $___________       Denominations: U.S. $____________

(U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof, 
provided that the unconverted portion of such principal amount is U.S. 
$1,000 or any integral multiple of U.S. $1,000 in excess thereof)

SECTION 2.5 Form of Assignment


     For value received ________________ hereby sell(s), assign(s) and 
transfer(s) unto ________________ (Please insert social security or other 
identifying number of assignee) the within Security, and hereby 
irrevocably constitutes and appoints ____________________as attorney to 
transfer the said Security on the books of the Company, with full power 
of substitution in the premises.
Dated:_____________________


Dated:  ______________



                               ______________________________________
                               Signature(s)

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


                               ______________________________________
                               Signature Guarantee




                                   ARTICLE III     

                                 THE SECURITIES

SECTION 3.1     Title and Terms

     The aggregate principal amount of Securities which may be 
authenticated and delivered under this Indenture is limited to U.S. 
$250,000,000, except for Securities authenticated and delivered pursuant 
to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or 
in lieu of, other Securities previously authenticated and delivered under 
this Indenture.

     The Securities shall be known and designated as the "5% 
Convertible Subordinated Notes due March 15, 2006" of the Company.  
Their Stated Maturity shall be March 15, 2006 and they shall bear 
interest on their principal amount from March 3, 1999, payable 
semi-annually in arrears on March 15 and September 15 in each year, 
commencing September 15, 1999, at the rate of 5.0% per annum until the 
principal thereof is due and at the rate of 7.0% per annum on any overdue 
principal and, to the extent permitted by law, on any overdue interest; 
provided, however, that payments shall only be made on a Business Day as 
provided in Section 1.12.

     The principal of, premium, if any, and interest on the Securities 
shall be payable as provided in the form of Securities set forth in 
Section 2.2, and the Repurchase Price, whether payable in cash or in 
shares of Common Stock, shall be payable at such places as are identified 
in the Offer to Purchase given pursuant to Section 14.3 (any city in 
which any Paying Agent is located being herein called a "Place of 
Payment").

     The Registrable Securities are entitled to the benefits of a 
Registration Rights Agreement as provided by Section 10.11 and in the 
form of Security set forth in Section 2.2. The Securities are entitled to 
the payment of Liquidated Damages as provided by Section 10.11.

     The Securities shall be redeemable at the option of the Company at 
any time on or after June 20, 2001, in whole or in part, subject to the 
conditions and as otherwise provided in Article XI and in the form of 
Security set forth in Section 2.2.

     The Securities shall be convertible as provided in Article XII (any 
city in which any Conversion Agent is located being herein called a 
"Place of Conversion").

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

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

SECTION 3.2     Denominations

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

SECTION 3.3     Execution, Authentication, Delivery and Dating

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

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

     At any time and from time to time after the execution and delivery 
of this Indenture, the Company may deliver Securities executed by the 
Company to the Trustee or to its order for authentication, together with 
a Company Order for the authentication and delivery of such Securities, 
and the Trustee in accordance with such Company Order shall authenticate 
and make available for delivery such Securities as in this Indenture 
provided.

     Each Security shall be dated the date of its authentication.

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

SECTION 3.4     Global Securities; Non-global Securities; Book-entry 
               Provisions

     (1)     Global Securities

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

     (ii)    Except for exchanges of Global Securities 
for definitive, non-Global Securities at the sole discretion of the 
Company, no Global Security may be exchanged in whole or in part for 
Securities registered, and no transfer of a Global Security in whole or 
in part may be registered, in the name of any Person other than the 
Depositary for such Global Security or a nominee thereof unless (A) such 
Depositary (i) has notified the Company that it is unwilling or unable to 
continue as Depositary for such Global Security or (ii) has ceased to be 
a clearing agency registered as such under the Exchange Act or announces 
an intention permanently to cease business or does in fact do so, and a 
successor Depositary is not appointed by the Company within 90 days after 
it receives notice or becomes aware of such ineligibility, or (B) there 
shall have occurred and be continuing an Event of Default with respect to 
such Global Security.  In such event, the Company will execute, and the 
Trustee, upon receipt of an Officers' Certificate directing the 
authentication and delivery of Securities, will authenticate and deliver, 
Securities, in any authorized denominations in an aggregate principal 
amount equal to the principal amount of such Global Security in exchange 
for such Global Security.

     (iii)   If any Global Security is to be exchanged 
for other Securities or canceled in whole, it shall be surrendered by or 
on behalf of the Depositary or its nominee to the Trustee, as Security 
Registrar, for exchange or cancellation, as provided in this Article III. 
If any Global Security is to be exchanged for other Securities or 
canceled in part, or if another Security is to be exchanged in whole or 
in part for a beneficial interest in any Global Security, in each case, 
as provided in Section 3.5, then either (A) such Global Security shall be 
so surrendered for exchange or cancellation, as provided in this Article 
III, or (B) the principal amount thereof shall be reduced or increased by 
an amount equal to the portion thereof to be so exchanged or canceled, or 
equal to the principal amount of such other Security to be so exchanged 
for a beneficial interest therein, as the case may be, by means of an 
appropriate adjustment made on the records of the Trustee, as Security 
Registrar, whereupon the Trustee, in accordance with the Applicable 
Procedures, shall instruct the Depositary or its authorized 
representative to make a corresponding adjustment to its records. Upon 
any such surrender or adjustment of a Global Security, the Trustee shall, 
subject to Section 3.5(3) and as otherwise provided in this Article III, 
authenticate and deliver any Securities issuable in exchange for such 
Global Security (or any portion thereof) to or upon the order of, and 
registered in such names as may be directed by, the Depositary or its 
authorized representative. Upon the request of the Trustee in connection 
with the occurrence of any of the events specified in the preceding 
paragraph, the Company shall promptly make available to the Trustee a 
reasonable supply of Securities that are not in the form of Global 
Securities. The Trustee shall be entitled to rely upon any order, 
direction or request of the Depositary or its authorized representative 
which is given or made pursuant to this Article III if such order, 
direction or request is given or made in accordance with the Applicable 
Procedures.

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

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

     (2)     Non-Global Securities.  Securities issued upon the 
events described in Section 3.4(l)(ii) shall be in definitive, fully 
registered form, without interest coupons, and shall bear the Restricted 
Securities Legend if and as required by this Indenture.

SECTION 3.5     Registration; Registration of Transfer and Exchange; 
                Restrictions on Transfer

     (1)     The Company shall cause to be kept at the Corporate 
Trust Office of the Trustee a register (the register maintained in such 
office referred to as the "Security Register") in which, subject to 
such reasonable regulations as it may prescribe, the Company shall 
provide for the registration of Securities and of transfers of 
Securities. The Trustee is hereby appointed "Security Registrar" for 
the purpose of registering Securities and transfers and exchanges of 
Securities as herein provided.

     Upon surrender for registration of transfer of any Security at an 
office or agency of the Company designated pursuant to Section 10.2 for 
such purpose, the Company shall execute, and the Trustee shall 
authenticate and deliver, in the name of the designated transferee or 
transferees, one or more new Securities of any authorized denominations 
and of a like aggregate principal amount and bearing such restrictive 
legends as may be required by this Indenture.

     At the option of the Holder, and subject to the other provisions of 
this Section 3.5, Securities may be exchanged for other Securities of any 
authorized denomination and of a like aggregate principal amount, upon 
surrender of the Securities to be exchanged at any such office or agency. 
Whenever any Securities are so surrendered for exchange, and subject to 
the other provisions of this Section 3.5, the Company shall execute, and 
the Trustee shall authenticate and deliver, the Securities which the 
Holder making the exchange is entitled to receive. Every Security 
presented or surrendered for registration of transfer or for exchange 
shall (if so required by the Company or the Security Registrar) be duly 
endorsed, or be accompanied by a written instrument of transfer in form 
satisfactory to the Company, the Trustee and the Security Registrar duly 
executed, by the Holder thereof or his attorney duly authorized in 
writing.

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

     No service charge shall be made to a Holder for any registration of 
transfer or exchange of Securities except as provided in Section 3.6, but 
the Company may require payment of a sum sufficient to cover any tax or 
other governmental charge that may be imposed in connection with any 
registration of transfer or exchange of Securities, other than exchanges 
pursuant to Section 3.4, 8.5, 12.2 or 14.3 (other than where the shares 
of Common Stock are to be issued or delivered in a name other than that 
of the Holder of the Security) not involving any transfer and other than 
any stamp and other duties, if any, which may be imposed in connection 
with any such transfer or exchange by the United States or any political 
subdivision thereof or therein, which shall be paid by the Company.

     In the event of a redemption of the Securities, neither the Company 
nor the Securities Registrar will be required (a) to register the 
transfer of or exchange Securities for a period of 15 days immediately 
preceding the date notice is given identifying the serial numbers of the 
Securities called for such redemption or (b) to register the transfer of 
or exchange any Security, or portion thereof, called for redemption.

     (2)     Certain Transfers and Exchanges.  Notwithstanding any 
other provision of this Indenture or the Securities, transfers and 
exchanges of Securities and beneficial interests in a Global Security of 
the kinds specified in this Section 3.5(2) shall be made only in 
accordance with this Section 3.5(2).

     (i)     Restricted Global Security to Restricted 
Non-global Security.  In the event that non-Global Securities are to be 
issued pursuant to Section 3.4(1)(ii) in connection with any transfer of 
Securities, such transfer may be effected only in accordance with the 
provisions of this Clause (2)(i) and subject to the Applicable 
Procedures.  Upon receipt by the Trustee, as Security Registrar, of (A) a 
Company Order from the Company directing the Trustee, as Security 
Registrar, to (x) authenticate and deliver one or more Securities of the 
same aggregate principal amount as the beneficial interest in the 
Restricted Global Security to be transferred, such instructions to 
contain the name or names of the designated transferee or transferees, 
the authorized denomination or denominations of the Securities to be so 
issued and appropriate delivery instructions and (y) decrease the 
beneficial interest of a specified Agent Member's account in a Restricted 
Global Security by a specified principal amount not greater than the 
principal amount of such Restricted Global Security, and (B) such other 
certifications, legal opinions or other information as the Company or the 
Trustee may reasonably require to confirm that such transfer is being 
made pursuant to an exemption from, or in a transaction not subject to, 
the registration requirements of the Securities Act, then the Trustee, as 
Security Registrar, shall decrease the principal amount of the Restricted 
Global Security by the specified amount and authenticate and deliver 
Securities in accordance with such instructions from the Company as 
provided in Section 3.4(1)(iii).

     (ii)    Restricted Non-global Security to 
Restricted Global Security.  If the Holder of a Restricted Security 
(other than a Global Security) wishes at any time to transfer all or any 
portion of such Restricted Security to a Person who wishes to take 
delivery thereof in the form of a beneficial interest in the Restricted 
Global Security, such transfer may be effected only in accordance with 
the provisions of this Clause (2)(ii) and subject to the Applicable 
Procedures. Upon receipt by the Trustee, as Security Registrar, of (A) 
such Restricted Security as provided in Section 3.5(1) and instructions 
from the Company directing that a beneficial interest in the Restricted 
Global Security in a specified principal amount not greater than the 
principal amount of such Security be credited to a specified Agent 
Member's account and (B) a Restricted Securities Certificate, 
satisfactory to the Trustee and duly executed by such Holder or his 
attorney duly authorized in writing, then the Trustee, as Security 
Registrar, shall cancel such Restricted Security (and issue a new 
Restricted Security in respect of any untransferred portion thereof) as 
provided in Section 3.5(1) and increase the principal amount of the 
Restricted Global Security by the specified principal amount as provided 
in Section 3.4(1)(iii).

     (iii)   Exchanges Between Global Security and 
Non-global Security.  A beneficial interest in a Global Security may be 
exchanged for a Security that is not a Global Security only as provided 
in Section 3.4 and only if such exchange occurs in connection with a 
transfer effected in accordance with Clause 2(i) above, provided that, if 
such interest is a beneficial interest in the Restricted Global Security, 
then such interest shall be exchanged for a Restricted Security (subject 
in each case to Section 3.5(3)). A Security that is not a Global Security 
may be exchanged for a beneficial interest in a Global Security only if 
such exchange occurs in connection with a transfer effected in accordance 
with Clause (2)(ii) above.

     (3)     Securities Act Legends. All Securities issued pursuant 
to this Indenture, and all Successor Securities, shall bear the 
Restricted Securities Legend, subject to the following:

     (i)     subject to the following Clauses of this 
Section 3.5(3), a Security or any portion thereof which is exchanged, 
upon transfer or otherwise, for a Global Security or any portion thereof 
shall bear the Restricted Securities Legend borne by such Global Security 
for which the Security was exchanged;

     (ii)    subject to the following Clauses of this 
Section 3.5(3), a new Security which is not a Global Security and is 
issued in exchange for another Security (including a Global Security) or 
any portion thereof, upon transfer or otherwise, shall bear the 
Restricted Securities Legend borne by the Security for which the new 
Security was exchanged;

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

     (iv)    at any time after the Securities may be 
freely transferred without registration under the Securities Act or 
without being subject to transfer restrictions pursuant to the Securities 
Act, a new Security which does not bear a Restricted Securities Legend 
may be issued in exchange for or in lieu of a Security (other than a 
Global Security) or any portion thereof which bears such a legend if the 
Trustee has received an Unrestricted Securities Certificate, satisfactory 
to the Trustee and duly executed by the Holder of such Security bearing a 
Restricted Securities Legend or his attorney duly authorized in writing, 
and after such date and receipt of such certificate, the Trustee shall 
authenticate and deliver such new Security in exchange for or in lieu of 
such other Security as provided in this Article III;

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

     (vi)    notwithstanding the foregoing provisions of 
this Section 3.5(3), a Successor Security of a Security that does not 
bear a Restricted Securities Legend shall not bear such legend unless the 
Company has reasonable cause to believe that such Successor Security is a 
"restricted security" within the meaning of Rule 144, in which case the 
Trustee, at the direction of the Company, shall authenticate and deliver 
a new Security bearing a Restricted Securities Legend in exchange for 
such Successor Security as provided in this Article III.

     (4)     Any stock certificate representing shares of Common 
Stock issued upon conversion of the Securities shall bear the Restricted 
Securities Legend borne by such Securities, to the extent required by 
this Indenture, unless such shares of Common Stock have been sold 
pursuant to a registration statement that has been declared effective 
under the Securities Act (and which continues to be effective at the time 
of such transfer) or sold pursuant to Rule 144 of the Securities Act, or 
unless otherwise agreed by the Company in writing with written notice 
thereof to the transfer agent for the Common Stock.  With respect to the 
transfer of shares of Common Stock issued upon conversion of the 
Securities that are restricted hereunder, any deliveries of certificates, 
legal opinions or other instruments that would be required to be made to 
the Security Registrar in the case of a transfer of Securities, as 
described above, shall instead be made to the transfer agent for the 
Common Stock.

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

SECTION 3.6     Mutilated, Destroyed, Lost or Stolen Securities

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

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

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

     (2)     such security or indemnity as may be satisfactory to 
the Company and the Trustee to save each of them and any agent of either 
of them harmless, then, in the absence of actual notice to the Company or 
the Trustee that such Security has been acquired by a bona fide 
purchaser, the Company shall execute and the Trustee shall authenticate 
and deliver, in lieu of any such destroyed, lost or stolen Security, a 
new Security of like tenor and principal amount and bearing a number not 
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has 
become or is about to become due and payable, the Company in its 
discretion, but subject to any conversion rights, may, instead of issuing 
a new Security, pay such Security, upon satisfaction of the conditions 
set forth in the preceding paragraph.

     Upon the issuance of any new Security under this Section 3.6, the 
Company may require the payment of a sum sufficient to cover any tax or 
other governmental charge that may be imposed in relation thereto (other 
than any stamp and other duties, if any, which may be imposed in 
connection therewith by the United States or any political subdivision 
thereof or therein, which shall be paid by the Company) and any other 
expenses (including the fees and expenses of the Trustee) connected 
therewith.

     Every new Security issued pursuant to this Section 3.6 in lieu of 
any mutilated, destroyed, lost or stolen Security shall constitute an 
original additional contractual obligation of the Company, whether or not 
the mutilated, destroyed, lost or stolen Security shall be at any time 
enforceable by anyone, and such new Security shall be entitled to all the 
benefits of this Indenture equally and proportionately with any and all 
other Securities duly issued hereunder.

     The provisions of this Section 3.6 are exclusive and shall preclude 
(to the extent lawful) all other rights and remedies of any Holder with 
respect to the replacement or payment of mutilated, destroyed, lost or 
stolen Securities.

SECTION 3.7     Payment of Interest; Interest Rights Preserved

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

     Any interest on any Security which is payable, but is not 
punctually paid or duly provided for, on any Interest Payment Date 
(herein called "Defaulted Interest") shall forthwith cease to be 
payable to the Holder on the relevant Regular Record Date by virtue of 
having been such Holder, and such Defaulted Interest may be paid by the 
Company, at its election in each case, as provided in Clause (1) or (2) 
below:

     (1)     The Company may elect to make payment of any Defaulted 
Interest to the Persons in whose names the Securities (or their 
respective Predecessor Securities) are registered at the close of 
business on a Special Record Date for the payment of such Defaulted 
Interest, which shall be fixed in the following manner.  The Company 
shall notify the Trustee in writing of the amount of Defaulted Interest 
proposed to be paid on each Security, the date of the proposed payment 
and the Special Record Date, and at the same time the Company shall 
deposit with the Trustee an amount of money equal to the aggregate amount 
proposed to be paid in respect of such Defaulted Interest or shall make 
arrangements satisfactory to the Trustee for such deposit prior to the 
date of the proposed payment, such money when deposited to be held in 
trust for the benefit of the Persons entitled to such Defaulted Interest 
as in this Clause provided. The Special Record Date for the payment of 
such Defaulted Interest shall be not more than 15 days and not less than 
10 days prior to the date of the proposed payment and not less than 10 
days after the receipt by the Trustee of the notice of the proposed 
payment. The Trustee, in the name and at the expense of the Company, 
shall cause notice of the proposed payment of such Defaulted Interest and 
the Special Record Date therefor to be mailed, first-class postage 
prepaid, to each Holder at such Holder's address as it appears in the 
Security Register, not less than 10 days prior to such Special Record 
Date. Notice of the proposed payment of such Defaulted Interest and the 
Special Record Date therefor having been so mailed, such Defaulted 
Interest shall be paid to the Persons in whose names the Securities (or 
their respective Predecessor Securities) are registered at the close of 
business on such Special Record Date and shall no longer be payable 
pursuant to the following Clause (2).

     (2)     The Company may make payment of any Defaulted Interest 
in any other lawful manner not inconsistent with the requirements of any 
securities exchange on which the Securities may be listed, and upon such 
notice as may be required by such exchange, if, after notice given by the 
Company to the Trustee of the proposed payment pursuant to this Clause, 
such manner of payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section and Section 
3.5, each Security delivered under this Indenture upon registration of 
transfer of or in exchange for or in lieu of any other Security shall 
carry the rights to interest accrued and unpaid, and to accrue, which 
were carried by such other Security.

     Interest on any Security which is converted in accordance with 
Section 12.2 during a Record Date Period shall be payable in accordance 
with the provisions of Section 12.2.

SECTION 3.8     Persons Deemed Owners

     Prior to due presentment of a Security for registration of 
transfer, the Company, the Trustee, any Paying Agent or the Security 
Registrar, and any agent of the Company, the Trustee or any Paying Agent 
or the Security Registrar, may treat the Person in whose name such 
Security is registered as the owner of such Security for the purpose of 
receiving payment of principal of, premium, if any, and (subject to 
Section 3.7) interest on such Security and for all other purposes 
whatsoever, whether or not such Security be overdue, and neither the 
Company, the Trustee, any Paying Agent, the Security Registrar nor any 
agent of the Company, the Trustee or any Paying Agent or the Security 
Registrar shall be affected by notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Security 
Registrar will have any responsibility or liability for any aspect of the 
records relating to or payments made on account of beneficial ownership 
interests of a Global Security or for maintaining, supervising or 
reviewing any records relating to such beneficial ownership interests, 
and each shall be protected in acting on any such information provided by 
the Depositary.

SECTION 3.9     Cancellation

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

SECTION 3.10    Computation of Interest

     Interest on the Securities (including any interest upon overdue 
interest or Liquidated Damages) shall be computed on the basis of a 
360-day year of twelve 30-day months.

     SECTION 3.11    Cusip Numbers

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

                                   ARTICLE IV      

                          SATISFACTION AND DISCHARGE

SECTION 4.1     Satisfaction And Discharge of Indenture

     This Indenture shall upon Company Request cease to be of further 
effect (except as to any surviving rights of conversion, or registration 
of transfer or exchange, or replacement of Securities herein expressly 
provided for and any right to receive Liquidated Damages as provided in 
Section 10.11 and in the form of Securities set forth in Section 2.2 and 
the Company's obligations to the Trustee pursuant to Section 6.7), and 
the Trustee, at the expense of the Company, shall execute proper 
instruments in form and substance satisfactory to the Trustee 
acknowledging satisfaction and discharge of this Indenture, when 

     (1)     either

     (i)     all Securities theretofore authenticated 
and delivered (other than (A) Securities which have been destroyed, lost 
or stolen and which have been replaced or paid as provided in Section 3.6 
and (B) Securities for whose payment money has theretofore been deposited 
in trust or segregated and held in trust by the Company and thereafter 
repaid to the Company or discharged from such trust, as provided in 
Section 10.3) have been delivered to the Trustee for cancellation; or

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

     (a)     have become due and payable, or

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

     (c)     are to be called for redemption within one 
year under arrangements satisfactory to the Trustee for the giving of 
notice of redemption by the Trustee in the name, and at the expense, of 
the Company, and the Company, in the case of clause (a), (b) or (c) 
above, has deposited or caused to be deposited with the Trustee as trust 
funds (immediately available to the Holders in the case of clause (a)) in 
trust for the purpose an amount in cash sufficient to pay and discharge 
the entire indebtedness on such Securities not theretofore delivered to 
the Trustee for cancellation, for principal, premium, if any, and 
interest (including any interest upon overdue interest and Liquidated 
Damages) to the date of such deposit (in the case of Securities which 
have become due and payable) or to the Stated Maturity or Redemption 
Date, as the case may be, including without limitation the payment of all 
fees and expenses of the Trustee, its agents and counsel; 

     (2)     the Company has paid or caused to be paid all other 
sums payable hereunder by the Company, including without limitation the 
payment of all fees and expenses of the Trustee, its agents and counsel ; 
and

     (3)     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 6.7, the 
obligations of the Company to any Authenticating Agent under Section 
6.12, the obligation of the Company to pay Liquidated Damages, if money 
shall have been deposited with the Trustee pursuant to clause (1)(ii) of 
this Section 4.1, the obligations of the Trustee under Section 4.2 and 
the last paragraph of Section 10.3 and the obligations of the Company and 
the Trustee under Section 3.5 and Article XII shall survive.

SECTION 4.2     Application of Trust Money

     Subject to the provisions of the last paragraph of Section 10.3, 
all money deposited with the Trustee pursuant to Section 4.1 and in 
accordance with the provisions of Article XIII shall be held in trust for 
the sole benefit of the Holders and not be subject to the subordination 
provisions of Article XIII, and such monies shall be applied by the 
Trustee, in accordance with the provisions of the Securities and this 
Indenture, to the payment, either directly or through any Paying Agent, 
to the Persons entitled thereto, of the principal, premium, if any, and 
interest for whose payment such money has been deposited with the 
Trustee.

     All moneys deposited with the Trustee pursuant to Section 4.1 (and 
held by it or any Paying Agent) for the payment of Securities 
subsequently converted shall be returned to the Company upon Company 
Request.

     The Company shall pay and indemnify the Trustee against any tax, 
fee or other charge imposed or assessed against all money deposited with 
the Trustee pursuant to Section 4.1 (other than income taxes and 
franchise taxes incurred or payable by the Trustee and such other taxes, 
fees or charges incurred or payable by the Trustee that are not directly 
the result of the deposit of such money with the Trustee).


                                  ARTICLE V       

                                  REMEDIES

SECTION 5.1     Events of Default

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

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

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

     (3)     failure by the Company to provide an Offer to Purchase 
in accordance with Section 14.3 whether or not such Offer to Purchase is 
prohibited by the subordination provisions of the Securities or the 
Indenture; or

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

     (5)     (i) any default by the Company or any Significant 
Subsidiary in the payment of the principal, premium, if any, or interest 
has occurred with respect to amounts in excess of $10.0 million under any 
agreement, indenture or instrument evidencing Indebtedness when the same 
shall become due and payable in full and such default shall have 
continued after any applicable grace period and shall not have been cured 
or waived and, if not already matured at its final maturity in accordance 
with its terms, the holder such Indebtedness shall have the right to 
accelerate such Indebtedness, or (ii) any event of default as defined in 
any agreement, indenture or instrument of the Company or any Significant 
Subsidiary evidencing Indebtedness in excess of $10.0 million shall have 
occurred and the Indebtedness thereunder, if not already matured at its 
final maturity in accordance with its terms, shall have been accelerated; 
or

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

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

SECTION 5.2      Acceleration of Maturity; Rescission and Annulment

     If an Event of Default (other than an Event of Default specified in 
Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is 
continuing, then in every such case the Trustee or the Holders of not 
less than 25% in principal amount of the Outstanding Securities may, 
subject to the provisions of Article XIII, declare the principal of all 
the Securities to be due and payable immediately, by a notice in writing 
to the Company (and to the Trustee if given by the Holders), and upon any 
such declaration such principal and all accrued interest thereon shall 
become immediately due and payable. If an Event of Default specified in 
Section 5.1(6) or 5.1(7) with respect to the Company occurs, the 
principal of, and accrued interest on, all the Securities shall, subject 
to the provisions of Article XIII, ipso facto become immediately due and 
payable without any declaration or other Act of the Holders or any act on 
the part of the Trustee.

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

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

     (i)     all overdue interest on all Securities,

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

     (iii)   to the extent permitted by applicable law, 
interest upon overdue interest at a rate of 7.0% per annum, and

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

     (2)     all Events of Default, other than the nonpayment of the 
principal of and any premium and interest on, Securities which have 
become due solely by such declaration of acceleration, have been cured or 
waived as provided in Section 5.13; and

     (3)     such rescission and annulment would not conflict with 
any judgment or decree issued in appropriate judicial proceedings 
regarding the payment by the Trustee to the Holders of the amounts 
referred to in 5.2(1).  

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

SECTION 5.3     Collection of Indebtedness and Suits for Enforcement by 
                Trustee

     The Company covenants that if:

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

     (2)     default is made in the payment of the principal of or 
premium, if any, on any Security at the Maturity thereof,
the Company will, upon demand of the Trustee but subject to the 
provisions of Article XIII pay to it, for the benefit of the Holders of 
such Securities the whole amount then due and payable on such Securities 
for principal and interest (including any Liquidated Damages) and 
interest on any overdue principal and premium, if any, and, to the extent 
permitted by applicable law, any interest upon overdue interest 
(including any Liquidated Damages), at a rate of 7.0% per annum, and in 
addition thereto, such further amount as shall be sufficient to cover the 
reasonable costs and expenses of collection, including the reasonable 
compensation, expenses, disbursements and advances of the Trustee, its 
agents and 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 the 
Securities and collect the moneys adjudged or decreed to be payable in 
the manner provided by law out of the property of the Company or any 
other obligor upon the Securities, wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in 
its discretion proceed to protect and enforce its rights and the rights 
of the Holders of Securities by such appropriate judicial proceedings as 
the Trustee shall deem most 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 5.4     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 the creditors of either, the Trustee (irrespective 
of whether the principal of, and any interest on, the Securities shall 
then be due and payable as therein expressed or by declaration or 
otherwise and irrespective of whether the Trustee shall have made any 
demand on the Company for the payment of overdue principal or interest) 
shall be entitled and empowered, by intervention in such proceeding or 
otherwise,

     (1)     to file and prove a claim for the whole amount of 
principal, premium, if any, and interest owing and unpaid in respect of 
the Securities and take such other actions, including participating as a 
member, voting or otherwise, of any official committee of creditors 
appointed in such matter, and to file such other papers or documents, in 
each of the foregoing cases, as may be necessary or advisable in order to 
have the claims of the Trustee (including any claim for the reasonable 
compensation, expenses, disbursements and advances of the Trustee, its 
agents and counsel) and of the Holders of Securities allowed in such 
judicial proceeding, and

     (2)     to collect and receive any moneys or other property 
payable or deliverable on any such claim and to distribute the same; and 
any custodian, receiver, assignee, trustee, liquidator, sequestrator or 
other similar official in any such judicial proceeding is hereby 
authorized by each Holder of Securities to make such payments to the 
Trustee and, in the event that the Trustee shall consent to the making of 
such payments directly to the Holders of Securities to pay to the Trustee 
any amount due to it for the reasonable compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel and any 
other amounts due the Trustee under Section 6.7.

     Nothing herein contained shall be deemed to authorize the Trustee 
to authorize or consent to or accept or adopt on behalf of any Holder of 
a Security any plan of reorganization, arrangement, adjustment or 
composition affecting the Securities or the rights of any Holder thereof 
or to authorize the Trustee to vote in respect of the claim of any Holder 
of a Security in any such proceeding; provided, however, that the Trustee 
may, on behalf of such Holders, vote for the election of a trustee in 
bankruptcy or similar official.

SECTION 5.5     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 judgment has been 
recovered. 

SECTION 5.6     Application of Money Collected

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

     FIRST:  To the payment of all amounts due the Trustee under Section 
6.7;

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

     THIRD:  To such other Person or Persons, if any, to the extent 
entitled thereto; and

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

SECTION 5.7     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:

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

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

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

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

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

SECTION 5.8     Unconditional Right of Holders to Receive Principal, 
                Premium and Interest and to Convert

     Notwithstanding any other provision in this Indenture, but subject 
to the provisions of Article XIII, the Holder of any Security shall have 
the right, which is absolute and unconditional, to receive payment of the 
principal of, premium, if any, and (subject to Section 3.7) interest 
(including Liquidated Damages, if any) on such Security on the respective 
Stated Maturities expressed in such Security (or, in the case of 
redemption or repurchase, on the Redemption Date or Repurchase Date, as 
the case may be), and to convert such Security in accordance with Article 
XII, and to institute suit for the enforcement of any such payment and 
right to convert, and such rights shall not be impaired without the 
consent of such Holder.

SECTION 5.9     Restoration of Rights and Remedies

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

SECTION 5.10    Rights and Remedies Cumulative

     Except as otherwise provided with respect to the replacement or 
payment of mutilated, destroyed, lost or stolen Securities in the last 
paragraph of Section 3.6, no right or remedy herein conferred upon or 
reserved to the Trustee or to the Holders of Securities is intended to be 
exclusive of any other right or remedy, and every right and remedy shall, 
to the extent permitted by law, be cumulative and in addition to every 
other right and remedy given hereunder or now or hereafter existing at 
law or in equity or otherwise. The assertion or employment of any right 
or remedy hereunder, or otherwise, shall not prevent the concurrent 
assertion or employment of any other appropriate right or remedy.

SECTION 5.11    Delay or Omission Not Waiver

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

SECTION 5.12    Control by Holders of Securities

     Subject to Section 6.3, the Holders of a majority in principal 
amount of the Outstanding Securities shall have the right to direct the 
time, method and place of conducting any proceeding for any remedy 
available to the Trustee or exercising any trust or power conferred on 
the Trustee, provided that

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

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

     (3)     the Trustee need not take any action which might 
involve it in personal liability or be unjustly prejudicial to the 
Holders of Securities not consenting.

SECTION 5.13    Waiver of Past Defaults

     The Holders, either (i) through the written consent of not less 
than a majority in principal amount of the Outstanding Securities or (ii) 
by the adoption of a resolution, at a meeting of Holders of the 
Outstanding Securities at which a quorum is present, by the Holders of at 
least 66-2/3% in principal amount of the Outstanding Securities 
represented at such meeting, may on behalf of the Holders of all the 
Securities waive any past default hereunder and its consequences, except 
a default (A) in the payment of the principal of, premium, if any, or 
interest (including Liquidated Damages) on any Security, or (B) in 
respect of a covenant or provision hereof which under Article VIII 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 5.14    Undertaking for Costs

     All parties to this Indenture agree, and each Holder of any 
Security by his acceptance thereof shall be deemed to have agreed, that 
any court may in its discretion require, in any suit for the enforcement 
of any right or remedy under this Indenture, or 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 5.14 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 of the Outstanding Securities, or to any suit instituted 
by any Holder of any Security for the enforcement of the payment of the 
principal of, premium, if any, or interest on any Security on or after 
the respective Stated Maturity or Maturities expressed in such Security 
(or, in the case of redemption or repurchase, on or after the Redemption 
Date or Repurchase Date, as the case may be) or for the enforcement of 
the right to convert any Security in accordance with Article XII.

SECTION 5.15    Waiver of Stay, Usury or Extension Laws

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

                                  ARTICLE VI      

                                 THE TRUSTEE

SECTION 6.1     Certain Duties and Responsibilities

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

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

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

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

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

     (i)     this paragraph (3) shall not be construed 
to limit the effect of paragraph (1) of this Section;

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

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

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

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

SECTION 6.2     Notice of Defaults

     Within 90 days after the occurrence of any default hereunder as to 
which the Trustee has received written notice, the Trustee shall give to 
all Holders of Securities, in the manner provided in Section 1.6, notice 
of such default, unless such default shall have been cured or waived; 
provided, however, that, except in the case of a default in the payment 
of the principal of, premium, if any, or interest on any Security the 
Trustee shall be protected in withholding such notice if and so long as 
the board of directors, the executive committee or a trust committee of 
directors or Responsible Officers of the Trustee in good faith determines 
that the withholding of such notice is in the interest of the Holders; 
and provided, further, that in the case of any default of the character 
specified in Section 5.1(4), no such notice to Holders of Securities 
shall be given until at least 60 days after the occurrence thereof or, if 
applicable, the cure period specified therein. For the purpose of this 
Section, the term "default" means any event which is, or after notice 
or lapse of time or both would become, an Event of Default.

SECTION 6.3     Certain Rights of Trustee

     Subject to the provisions of Section 6.1:

     (1)     the Trustee may conclusively rely, and shall be 
protected in acting or refraining from acting, upon any resolution, 
Officers' Certificate, other certificate, statement, instrument, opinion, 
report, notice, request, direction, consent, order, bond, debenture, 
note, coupon, other evidence of indebtedness or other paper or document 
(collectively, the "Documents") believed by it to be genuine and to 
have been signed or presented by the proper party or parties, and the 
Trustee need not investigate any fact or matter stated in such Documents;

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

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

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

     (5)     the Trustee shall be under no obligation to exercise 
any of the rights or powers vested in it by this Indenture at the request 
or direction of any of the Holders of Securities pursuant to this 
Indenture, unless such Holders shall have offered, and, if requested by 
the Trustee, delivered, to the Trustee reasonable security or indemnity 
against the costs, expenses and liabilities which might be incurred by it 
in compliance with such request or direction;

     (6)     the Trustee shall not be bound to make any 
investigation into the facts or matters stated in any Document, but the 
Trustee may make such further inquiry or investigation into such facts or 
matters as it may see fit, and, if the Trustee shall determine to make 
such further inquiry or investigation, it shall be entitled to examine 
the books, records and premises of the Company, personally or by agent or 
attorney; 

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

     (8)     the Trustee shall not be liable for any action it 
takes, suffers to be taken or omits in good faith; and

     (9)     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 or 
this Indenture.

SECTION 6.4     Not Responsible for Recitals or Issuance of Securities

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

SECTION 6.5     May Hold Securities, Act as Trustee under Other Indentures

     The Trustee, any Authenticating Agent, any Paying Agent, any 
Conversion Agent or any other agent of  the Company or the Trustee, in 
its individual or any other capacity, may become the owner or pledgee of 
Securities and may otherwise deal with the Company with the same rights 
it would have if it were not Trustee, Authenticating Agent, Paying Agent, 
Conversion Agent or such other agent.

     The Trustee is hereby authorized to act as trustee under that 
certain indenture between Exodus Communications, Inc. and the Trustee, 
dated as of July 1, 1998 (the "1998 Indenture") notwithstanding any 
provisions of this Indenture or the 1998 Indenture affecting the relative 
rights of holders of securities issued under such indentures to payment 
thereon and to security given to secure such payment. The Trustee may 
become and act as trustee under other indentures under which other 
securities, or certificates of interest or participation in other 
securities, of the Company are outstanding in the same manner as if it 
were not Trustee hereunder. The Trustee is authorized to resign from any 
of its appointments as Trustee hereunder, as trustee under the 1998 
Indenture, or as trustee under any other indenture in the event that the 
Trustee determines in good faith that its performance hereunder or 
thereunder subjects the Trustee to a conflict of interest.

SECTION 6.6     Money Held in Trust

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

SECTION 6.7     Compensation and Reimbursement

     The Company agrees:

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

     (2)     except as otherwise expressly provided herein, to 
reimburse the Trustee upon its request for all reasonable expenses, 
disbursements and advances incurred or made by the Trustee (including 
costs and expenses of enforcing this Indenture and defending itself 
against any claim (whether asserted by the Company, any Holder of 
Securities or any other Person) or liability in connection with the 
exercise of any of its powers or duties hereunder) in accordance with any 
provision of this Indenture (including the reasonable compensation and 
the expenses and disbursements of its agents and counsel), except any 
such expense, disbursement or advance as may be attributable to its 
negligence or bad faith; and

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

     When the Trustee incurs expenses or renders services in connection 
with an Event of Default specified in Section 5.1(6) or Section 5.1(7), 
the expenses (including the reasonable fees and expenses of its agents 
and counsel) and the compensation for the services are intended to 
constitute expenses of the administration under any applicable Federal or 
state bankruptcy, insolvency or other similar law.

     If the Company shall default in the payment of any amount owing to 
the Trustee pursuant to this Section 6.7, the Trustee shall benetitled to 
payment of such amount out of all property and funds held by it hereunder 
prior to payment to the Holders of any amount owing to them under the 
Notes.

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

SECTION 6.8     Corporate Trustee Required; Eligibility

     There shall at all times be a Trustee hereunder which shall be a 
Person that is eligible pursuant to the Trust Indenture Act to act as 
such and has (or, in the case of a corporation included in a bank holding 
company system, the related bank holding company has) a combined capital 
and surplus of at least U.S. $50,000,000, subject to supervision or 
examination by federal or state authority, and in good standing. The 
Trustee or an Affiliate of the Trustee shall maintain an established 
place of business in the Borough of Manhattan, The City of New York. If 
such corporation publishes reports of condition at least annually, 
pursuant to law or to the requirements of said supervising or examining 
authority, then for the purposes of this Section, the combined capital 
and surplus of such corporation shall be deemed to be its combined 
capital and surplus as set forth in its most recent report of condition 
so published. If at any time the Trustee shall cease to be eligible in 
accordance with the provisions of this Section, it shall resign 
immediately in the manner and with the effect hereinafter specified in 
this Article and a successor shall be appointed pursuant to Section 6.9.

SECTION 6.9     Resignation and Removal; Appointment of Successor

     (1)     No resignation or removal of the Trustee and no 
appointment of a successor Trustee pursuant to this Article shall become 
effective until the acceptance of appointment by the successor Trustee in 
accordance with the applicable requirements of Section 6.10.

     (2)     The Trustee may resign at any time by giving written 
notice thereof to the Company. If the instrument of acceptance by a 
successor Trustee required by Section 6.10 shall not have been delivered 
to the Trustee within 30 days after the giving of such notice of 
resignation, the resigning Trustee may petition any court of competent 
jurisdiction for the appointment of a successor Trustee.

     (3)     The Trustee may be removed at any time by an Act of the 
Holders of a majority in principal amount of the Outstanding Securities, 
delivered to the Trustee and the Company. If the instrument of acceptance 
by a successor Trustee required by Section 6.10 shall not have been 
delivered to the Trustee within 30 days after the giving of such notice 
of removal, the removed Trustee may petition any court of competent 
jurisdiction for the appointment of a successor Trustee.

     (4)     If at any time:

     (i)     the Trustee shall cease to be eligible 
under Section 6.8 and shall fail to resign after written request therefor 
by the Company or by any Holder of a Security who has been a bona fide 
Holder of a Security for at least six months, or

     (ii)    the Trustee shall become incapable of 
acting or shall be adjudged a bankrupt or insolvent or a receiver of the 
Trustee or of its property shall be appointed or any public officer shall 
take charge or control of the Trustee or of its property or affairs for 
the purpose of rehabilitation, conservation or liquidation,
then, in any such case (i) the Company by a Board Resolution may remove 
the Trustee, or (ii) subject to Section 5.14, any Holder of a Security 
who has been a bona fide Holder of a Security for at least six months 
may, on behalf of himself and all others similarly situated, petition any 
court of competent jurisdiction for the removal of the Trustee and the 
appointment of a successor Trustee.

     (5)     If the Trustee shall resign, be removed or become 
incapable of acting, or if a vacancy shall occur in the office of Trustee 
for any cause, the Company, by a Board Resolution, shall promptly appoint 
a successor Trustee and shall comply with the applicable requirements of 
this Section and Section 6.10. If, within one year after such 
resignation, removal or incapability, or the occurrence of such vacancy, 
a successor Trustee shall be appointed by Act of the Holders of a 
majority in principal amount of the Outstanding Securities delivered to 
the Company and the retiring Trustee, the successor Trustee so appointed 
shall, forthwith upon its acceptance of such appointment in accordance 
with the applicable requirements of Section 6.10, become the successor 
Trustee and supersede the successor Trustee appointed by the Company. If 
no successor Trustee shall have been so appointed by the Company or the 
Holders of Securities and accepted appointment in the manner required by 
this Section and Section 6.10, any Holder of a Security who has been a 
bona fide Holder of a Security for at least six months may, on behalf of 
himself and all others similarly situated, petition any court of 
competent jurisdiction for the appointment of a successor Trustee.

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

SECTION 6.10    Acceptance of Appointment by Successor

     Every successor Trustee appointed hereunder shall execute, 
acknowledge and deliver to the Company and to the retiring Trustee an 
instrument accepting such appointment, and thereupon the resignation or 
removal of the retiring Trustee shall become effective and such successor 
Trustee, without any further act, deed or conveyance, shall become vested 
with all the rights, powers, trusts and duties of the retiring Trustee; 
but, on the request of the Company or the successor Trustee, such 
retiring Trustee shall, upon payment of its charges, execute and deliver 
an instrument transferring to such successor Trustee all the rights, 
powers and trusts of the retiring Trustee and shall duly assign, transfer 
and deliver to such successor Trustee all property and money held by such 
retiring Trustee hereunder. Upon request of any such successor Trustee, 
the Company shall execute any and all instruments for more fully and 
certainly vesting in and confirming to such successor Trustee all such 
rights, powers and trusts.  Notwithstanding the replacement of the 
Trustee pursuant to this Section 6.10, the Company's obligations under 
Section 6.7 hereof shall continue for the benefit of the retiring 
Trustee.

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

SECTION 6.11    Merger, Conversion, Consolidation or Succession to Business

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

SECTION 6.12    Authenticating Agents

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

     Securities authenticated by an Authenticating Agent shall be 
entitled to the benefits of this Indenture and shall be valid and 
obligatory for all purposes as if authenticated by the Trustee hereunder, 
and every reference in this Indenture to the authentication and delivery 
of Securities by the Trustee or the Trustee's certificate of 
authentication shall be deemed to include authentication and delivery on 
behalf of the Trustee by an Authenticating Agent and a certificate of 
authentication executed on behalf of the Trustee by an Authenticating 
Agent. Each Authenticating Agent shall be subject to acceptance by the 
Company and shall at all times be a corporation organized and doing 
business under the laws of the United States of America, any State 
thereof or the District of Columbia, authorized under such laws to act as 
Authenticating Agent and subject to supervision or examination by 
government or other fiscal authority. If at any time an Authenticating 
Agent shall cease to be eligible in accordance with the provisions of 
this Section 6.12, such Authenticating Agent shall resign immediately in 
the manner and with the effect specified in this Section 6.12.

     Any corporation into which an Authenticating Agent may be merged or 
converted or with which it may be consolidated, or any corporation 
resulting from any merger, conversion or consolidation to which such 
Authenticating Agent shall be a party, or any corporation succeeding to 
the corporate agency or corporate trust business of an Authenticating 
Agent, shall continue to be an Authenticating Agent, provided such 
corporation shall be otherwise eligible under this Section 6.12, without 
the execution or filing of any paper or any further act on the part of 
the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written 
notice thereof to the Trustee and to the Company. The Trustee may at any 
time terminate the agency of an Authenticating Agent by giving written 
notice thereof to such Authenticating Agent and to the Company. Upon 
receiving such a notice of resignation or upon such a termination, or in 
case at any time such Authenticating Agent shall cease to be eligible in 
accordance with the provisions of this Section 6.12, the Trustee may 
appoint a successor Authenticating Agent which shall be subject to 
acceptance by the Company. Any successor Authenticating Agent upon 
acceptance of its appointment hereunder shall become vested with all the 
rights, powers and duties of its predecessor hereunder, with like effect 
as if originally named as an Authenticating Agent. No successor 
Authenticating Agent shall be appointed unless eligible under the 
provisions of this Section 6.12.

     The Company agrees to pay to each Authenticating Agent from time to 
time reasonable compensation for its services under this Section 6.12.

     If an Authenticating Agent is appointed with respect to the 
Securities pursuant to this Section 6.12, the Securities may have 
endorsed thereon, in addition to or in lieu of the Trustee's 
certification of authentication, an alternative certificate of 
authentication in the following form:

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

                           CHASE MANHATTAN BANK AND TRUST
                           COMPANY, NATIONAL ASSOCIATION,
                           as Trustee

                           By:_______________________________________
                           As Authenticating Agent

                           By:_______________________________________
                           Authorized Signatory



SECTION 6.13    Disqualification; Conflicting Interests

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

SECTION 6.14    Preferential Collection of Claims Against Company

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

                                  ARTICLE VII     

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1     Company May Consolidate, Etc., Only on Certain Terms

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

     (1)     the Person formed by such consolidation or into or with 
which the Company is merged or the Person to which the properties and 
assets of the Company are so conveyed, transferred, sold or leased shall 
be a corporation, limited liability company, partnership or trust 
organized and validly existing under the laws of the United States of 
America, any State thereof or the District of Columbia and, if other than 
the Company, shall expressly assume, by an indenture supplemental hereto, 
executed and delivered to the Trustee, in form satisfactory to the 
Trustee, the due and punctual payment of the principal of, premium, if 
any, and interest (including Liquidated Damages, if any) on all of the 
Securities as applicable, and the performance or observance of every 
covenant of this Indenture on the part of the Company to be performed or 
observed and shall have provided for conversion rights in accordance with 
Article XII;

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

     (3)     the Company has delivered to the Trustee an Officers' 
Certificate and an Opinion of Counsel, each stating that such 
consolidation, merger, conveyance, transfer or lease and, if a 
supplemental indenture is required in connection with such transaction, 
such supplemental indenture comply with this Article and that all 
conditions precedent herein provided for relating to such transaction 
have been complied with, together with any documents required under 
Section 8.3.

SECTION 7.2     Successor Substituted

     Upon any consolidation of the Company with, or merger of the 
Company into any other Person or any conveyance, transfer or lease of all 
or substantially all the properties and assets of the Company in 
accordance with Section 7.1, the successor Person formed by such 
consolidation or into or with which the Company is merged or to which 
such conveyance, transfer or lease is made shall succeed to, and be 
substituted for, and may exercise every right and power of, the Company 
under this Indenture with the same effect as if such successor Person had 
been named as the Company herein, and thereafter, except in the case of a 
lease, the predecessor Person shall be relieved of all obligations and 
covenants under this Indenture and the Securities.

                                  ARTICLE VIII    

                           SUPPLEMENTAL INDENTURES

SECTION 8.1     Supplemental Indentures Without Consent of Holders of 
                Securities

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

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

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

     (3)     to secure the Securities; or

     (4)     to make provision with respect to the conversion rights 
of Holders of Securities pursuant to Section 12.11 or to make provision 
with respect to the repurchase rights of Holders of Securities pursuant 
to Section 14.5; or

     (5)     to make any changes or modifications to this Indenture 
necessary in connection with the registration of any Registrable 
Securities under the Securities Act as contemplated by Section 10.11, 
provided such action pursuant to this clause (5) shall not adversely 
affect the interests of the Holders of Securities; or

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

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

     (8)     subject to Section 13.12, to make any change in Article 
XIII that would limit or terminate the benefits available to any holder 
of Senior Indebtedness under such Article; or

     (9)     to cure any ambiguity, to correct or supplement any 
provision herein which may be inconsistent with any other provision 
herein or which is otherwise defective, or to make any other provisions 
with respect to matters or questions arising under this Indenture as the 
Company and the Trustee may deem necessary or desirable, provided such 
action pursuant to this clause (9) shall not adversely affect the 
interests of the Holders of Securities in any material respect.

     Upon Company Request, accompanied by a Board Resolution authorizing 
the execution of any such supplemental indenture, and subject to and upon 
receipt by the Trustee of the documents described in Section 8.3 hereof, 
the Trustee shall join with the Company in the execution of any 
supplemental indenture authorized or permitted by the terms of this 
Indenture and to make any further appropriate agreements and stipulations 
which may be therein contained.

SECTION 8.2     Supplemental Indentures with Consent of Holders of 
                Securities

     With either (i) the written consent of the Holders of not less than 
a majority in principal amount of the Outstanding Securities, by the Act 
of said Holders delivered to the Company and the Trustee, or (ii) by the 
adoption of a resolution, at a meeting of Holders of the Outstanding 
Securities at which a quorum is present, by the Holders of at least 
66-2/3% in principal amount of the Outstanding Securities represented at 
such meeting, the Company, when authorized by a Board Resolution, and the 
Trustee may enter into an indenture or indentures supplemental hereto for 
the purpose of adding any provisions to or changing in any manner or 
eliminating any of the provisions of this Indenture or of modifying in 
any manner the rights of the Holders of Securities under this Indenture; 
provided, however, that no such supplemental indenture shall, without the 
consent or affirmative vote of the Holder of each Outstanding Security 
affected thereby,

     (1)     change the Stated Maturity of the principal of, or any 
installment of interest on, any Security, or reduce the principal amount 
of, or the premium, if any, or the rate of interest payable thereon, or 
reduce the amount payable upon a redemption or mandatory repurchase, or 
change the place or currency of payment of the principal of, premium, if 
any, or interest on any Security (including any payment of Liquidated 
Damages or Redemption Price or Repurchase Price in respect of such 
Security) or impair the right to institute suit for the enforcement of 
any payment in respect of any Security on or after the Stated Maturity 
thereof (or, in the case of redemption or any repurchase, on or after the 
Redemption Date or Repurchase Date, as the case may be) or, except as 
permitted by Section 12.11, adversely affect the right of Holders to 
convert any Security as provided in Article XII, or modify the provisions 
of this Indenture with respect to the subordination of the Securities in 
a manner adverse to the Holders; or

     (2)     reduce the requirements of Section 9.4 for quorum or 
voting, or reduce the percentage in principal amount of the Outstanding 
Securities the consent of whose Holders is required for any such 
supplemental indenture or the consent of whose Holders is required for 
any waiver (of compliance with certain provisions of this Indenture or 
certain defaults hereunder and their consequences) provided for in this 
Indenture; or

     (3)     modify the obligation of the Company to maintain an 
office or agency in the Borough of Manhattan, The City of New York, 
pursuant to Section 10.2; or

     (4)     modify any of the provisions of this Section or Section 
5.13 or 10.13, except to increase any percentage contained herein or 
therein or to provide that certain other provisions of this Indenture 
cannot be modified or waived without the consent of the Holder of each 
Outstanding Security affected thereby; or

     (5)     adversely affect the right of Holders to require the 
Company to repurchase any Note other than as provided in Article XIV; or

     (6)     modify any of the provisions of Section 10.9.

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

SECTION 8.3     Execution of Supplemental Indentures

     In executing, or accepting the additional trusts created by, any 
supplemental indenture permitted by this Article or the modifications 
thereby of the trusts created by this Indenture, the Trustee shall be 
entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully 
protected in relying upon, an Opinion of Counsel stating that the 
execution of such supplemental indenture is authorized or permitted by 
this Indenture, and that such supplemental indenture has been duly 
authorized, executed and delivered by the Company and constitutes a valid 
and legally binding obligation of the Company enforceable against the 
Company in accordance with its terms. The Trustee may, but shall not be 
obligated to, enter into any such supplemental indenture which affects 
the Trustee's own rights, duties or immunities under this Indenture or 
otherwise.

SECTION 8.4     Effect of Supplemental Indentures

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

SECTION 8.5     Reference in Securities to Supplemental Indentures

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

SECTION 8.6     Notice of Supplemental Indentures

     Promptly after the execution by the Company and the Trustee of any 
supplemental indenture pursuant to the provisions of Section 8.1, the 
Company shall give notice to all Holders of Securities of such fact, 
setting forth in general terms the substance of such supplemental 
indenture, in the manner provided in Section 1.6. Any failure of the 
Company to give such notice, or any defect therein, shall not in any way 
impair or affect the validity of any such supplemental indenture.

                                   ARTICLE IX      

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION 9.1     Purposes for Which Meetings May Be Called

     A meeting of Holders of Securities may be called at any time and 
from time to time pursuant to this Article to make, give or take any 
request, demand, authorization, direction, notice, consent, waiver or 
other action provided by this Indenture to be made, given or taken by 
Holders of Securities.

SECTION 9.2     Call, Notice and Place of Meetings

     (1)     The Trustee may at any time call a meeting of Holders 
of Securities for any purpose specified in Section 9.1, to be held at 
such time and at such place in the Borough of Manhattan, The City of New 
York, as the Trustee shall determine. Notice of every meeting of Holders 
of Securities, setting forth the time and the place of such meeting and 
in general terms the action proposed to be taken at such meeting, shall 
be given, in the manner provided in Section 1.6, not less than 21 nor 
more than 180 days prior to the date fixed for the meeting.

     (2)     In case at any time the Company, pursuant to a Board 
Resolution, or the Holders of at least 10% in principal amount of the 
Outstanding Securities shall have requested the Trustee to call a meeting 
of the Holders of Securities for any purpose specified in Section 9.1, by 
written request setting forth in reasonable detail the action proposed to 
be taken at the meeting, and the Trustee shall not have mailed the notice 
of such meeting within 21 days after receipt of such request or shall not 
thereafter proceed to cause the meeting to be held as provided herein, 
then the Company or the Holders of Securities in the amount specified, as 
the case may be, may determine the time and the place in the Borough of 
Manhattan, The City of New York, for such meeting and may call such 
meeting for such purposes by giving notice thereof as provided in 
paragraph (1) of this Section.

SECTION 9.3     Persons Entitled to Vote at Meetings

     To be entitled to vote at any meeting of Holders of Securities, a 
Person shall be (i) a Holder of one or more Outstanding Securities on the 
date of such meeting, or (ii) a Person appointed by an instrument in 
writing as proxy for a Holder or Holders of one or more Outstanding 
Securities by such Holder or Holders. The only Persons who shall be 
entitled to be present or to speak at any meeting of Holders shall be the 
Persons entitled to vote at such meeting and their counsel, any 
representatives of the Trustee and its counsel and any representatives of 
the Company and its counsel.

SECTION 9.4             Quorum; Action

     The Persons entitled to vote a majority in principal amount of the 
Outstanding Securities shall constitute a quorum. In the absence of a 
quorum within 30 minutes of the time appointed for any such meeting, the 
meeting shall, if convened at the request of Holders of Securities, be 
dissolved. In any other case, the meeting may be adjourned for a period 
of not less than 10 days as determined by the chairman of the meeting 
prior to the adjournment of such meeting. In the absence of a quorum at 
any such adjourned meeting, such adjourned meeting may be further 
adjourned for a period not less than 10 days as determined by the 
chairman of the meeting prior to the adjournment of such adjourned 
meeting (subject to repeated applications of this sentence). Notice of 
the reconvening of any adjourned meeting shall be given as provided in 
Section 9.2(1), except that such notice need be given only once not less 
than five days prior to the date on which the meeting is scheduled to be 
reconvened.  Notice of the reconvening of an adjourned meeting shall 
state expressly the percentage of the principal amount of the Outstanding 
Securities which shall constitute a quorum.

     Subject to the foregoing, at the reconvening of any meeting 
adjourned for a lack of a quorum, the Persons entitled to vote 25% in 
principal amount of the Outstanding Securities at the time shall 
constitute a quorum for the taking of any action set forth in the notice 
of the original meeting.

     At a meeting or an adjourned meeting duly reconvened and at which a 
quorum is present as aforesaid, any resolution and all matters (except as 
limited by the proviso to Section 8.2 and except to the extent Section 
10.13 requires a different vote) shall be effectively passed and decided 
if passed or decided by the lesser of (i) the Holders of not less than a 
majority in principal amount of Outstanding Securities and (ii) the 
Persons entitled to vote not less than 66-2/3% in principal amount of 
Outstanding Securities represented and entitled to vote at such meeting.

     Any resolution passed or decisions taken at any meeting of Holders 
of Securities duly held in accordance with this Section shall be binding 
on all the Holders of Securities whether or not present or represented at 
the meeting. The Trustee shall, in the name and at the expense of the 
Company, notify all the Holders of Securities of any such resolutions or 
decisions pursuant to Section 1.6.

SECTION 9.5     Determination of Voting Rights; Conduct and Adjournment 
                of Meetings

     (1)     Notwithstanding any other provisions of this Indenture, 
the Trustee may make such reasonable regulations as it may deem advisable 
for any meeting of Holders of Securities in regard to proof of the 
holding of Securities and of the appointment of proxies and in regard to 
the appointment and duties of inspectors of votes, the submission and 
examination of proxies, certificates and other evidence of the right to 
vote, and such other matters concerning the conduct of the meeting as it 
shall deem appropriate. Except as otherwise permitted or required by any 
such regulations, the holding of Securities shall be proved in the manner 
specified in Section 1.4 and the appointment of any proxy shall be proved 
in the manner specified in Section 1.4 or by having the signature of the 
Person executing the proxy guaranteed by any bank, broker or other 
eligible institution participating in a recognized medallion signature 
guarantee program.

     (2)     The Trustee shall, by an instrument in writing, appoint 
a temporary chairman (which may be the Trustee) of the meeting, unless 
the meeting shall have been called by the Company or by Holders of 
Securities as provided in Section 9.2(1), in which case the Company or 
the Holders of Securities calling the meeting, as the case may be, shall 
in like manner appoint a temporary chairman. A permanent chairman and a 
permanent secretary of the meeting shall be elected by vote of the 
Persons entitled to vote a majority in principal amount of the 
Outstanding Securities represented at the meeting.

     (3)     At any meeting, each Holder of a Security or proxy 
shall be entitled to one vote for each U.S. $1,000 principal amount of 
Securities held or represented by him; provided, however, that no vote 
shall be cast or counted at any meeting in respect of any Security 
challenged as not Outstanding and ruled by the chairman of the meeting to 
be not Outstanding. The chairman of the meeting shall have no right to 
vote, except as a Holder of a Security or proxy.

     (4)     Any meeting of Holders of Securities duly called 
pursuant to Section 9.2 at which a quorum is present may be adjourned 
from time to time by Persons entitled to vote a majority in principal 
amount of the Outstanding Securities represented at the meeting, and the 
meeting may be held as so adjourned without further notice.

SECTION 9.6    Counting Votes and Recording Action of Meetings

     The vote upon any resolution submitted to any meeting of Holders of 
Securities shall be by written ballots on which shall be subscribed the 
signatures of the Holders of Securities or of their representatives by 
proxy and the principal amounts at Stated Maturity and serial numbers of 
the Outstanding Securities held or represented by them. The permanent 
chairman of the meeting shall appoint two inspectors of votes who shall 
count all votes cast at the meeting for or against any resolution and who 
shall make and file with the secretary of the meeting their verified 
written reports in duplicate of all votes cast at the meeting. A record, 
at least in duplicate, of the proceedings of each meeting of Holders of 
Securities shall be prepared by the secretary of the meeting and there 
shall be attached to said record the original reports of the inspectors 
of votes on any vote by ballot taken thereat and affidavits by one or 
more Persons having knowledge of the facts setting forth a copy of the 
notice of the meeting and showing that said notice was given as provided 
in Section 9.2 and, if applicable, Section 9.4. Each copy shall be signed 
and verified by the affidavits of the permanent chairman and secretary of 
the meeting and one such copy shall be delivered to the Company and 
another to the Trustee to be preserved by the Trustee, the latter to have 
attached thereto the ballots voted at the meeting. Any record so signed 
and verified shall be conclusive evidence of the matters therein stated.


                                   ARTICLE X       

                                   COVENANTS

SECTION 10.1    Payment of Principal, Premium and Interest

     The Company covenants and agrees that it will duly and punctually 
pay the principal of and premium, if any, and interest (including 
Liquidated Damages, if any) on the Securities in accordance with the 
terms of the Securities and this Indenture. The Company will deposit or 
cause to be deposited with the Trustee, no later than the opening of 
business on the date of the Stated Maturity of any Security or no later 
than the opening of business on the due date for any installment of 
interest, all payments so due, which payments shall be in immediately 
available funds on the date of such Stated Maturity or due date, as the 
case may be.

SECTION 10.2    Maintenance of Offices or Agencies

     The Company will maintain in the Borough of Manhattan, The City of 
New York, an office or agency where the Securities may be surrendered for 
registration of transfer or exchange or for presentation for payment or 
for conversion, redemption or repurchase and where notices and demands to 
or upon the Company in respect of the Securities and this Indenture may 
be served. The Company will give prompt written notice to the Trustee of 
the location, and any change in the location, of such office or agency 
not designated or appointed by the Trustee. If at any time the Company 
shall fail to maintain any such required office or agency or shall fail 
to furnish the Trustee with the address thereof, such presentations, 
surrenders, notices and demands may be made or served at the Corporate 
Trust Office or the office or agency of the Trustee in the Borough of 
Manhattan, The City of New York, and the Company hereby appoints the 
Trustee as its agent to receive all such presentations, surrenders, 
notices and demands.

     The Company may at any time and from time to time vary or terminate 
the appointment of any such agent or appoint any additional agents for 
any or all of such purposes; provided, however, that until all of the 
Securities have been delivered to the Trustee for cancellation, or moneys 
sufficient to pay the principal of, premium, if any, and interest on the 
Securities have been made available for payment and either paid or 
returned to the Company pursuant to the provisions of Section 10.3, the 
Company will maintain in the Borough of Manhattan, The City of New York, 
an office or agency where Securities may be presented or surrendered for 
payment and conversion, which shall initially be the Trustee, where 
Securities may be surrendered for registration of transfer or exchange 
and where notices and demands to or upon the Company in respect of the 
Securities and this Indenture may be served. The Company will give prompt 
written notice to the Trustee, and notice to the Holders in accordance 
with Section 1.6, of the appointment or termination of any such agents 
and of the location and any change in the location of any such office or 
agency.

     The Company hereby initially designates the Trustee as Paying 
Agent, Security Registrar and Conversion Agent, and each of the Corporate 
Trust Office of the Trustee and the office or agency of the Trustee in 
the Borough of Manhattan, The City of New York, located at 55 Water 
Street, Room 234 North, Corporate Trust Securities Window, New York, New 
York 10041, attention: Exodus Communications, Inc. 5% Convertible 
Subordinated Notes due March 15, 2006 one such office or agency of the 
Company for each of the aforesaid purposes.

SECTION 10.3    Money for Security Payments to Be Held in Trust

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

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

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

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

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

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

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

     Any money deposited with the Trustee or any Paying Agent, or then 
held by the Company, in trust for the payment of the principal of, 
premium, if any, or interest on any Security and remaining unclaimed for 
two years after such principal, premium, if any, or interest has become 
due and payable shall be paid to the Company on Company Request, or (if 
then held by the Company) shall be discharged from such trust; and the 
Holder of such Security shall thereafter, as an unsecured general 
creditor, look only to the Company for payment thereof, and all liability 
of the Trustee or such Paying Agent with respect to such trust money, and 
all liability of the Company as trustee thereof, shall thereupon cease.

SECTION 10.4    Existence

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

SECTION 10.5    Maintenance of Properties

     The Company will cause all properties used or useful in the conduct 
of its business or the business of any Significant Subsidiary to be 
maintained and kept in good condition, repair and working order and 
supplied with all necessary equipment and will cause to be made all 
necessary repairs, renewals, replacements, betterments and improvements 
thereof, all as in the judgment of the Company may be necessary so that 
the business carried on in connection therewith may be properly and 
advantageously conducted at all times; provided, however, that nothing in 
this Section shall prevent the Company from discontinuing the operation 
or maintenance of any of such properties if such discontinuance is, in 
the judgment of the Company, desirable in the conduct of its business or 
the business of any Significant Subsidiary and not disadvantageous in any 
material respect to the Holders.

SECTION 10.6    Payment of Taxes and Other Claims

     The Company will pay or discharge, or cause to be paid or 
discharged, before the same may become delinquent, (i) all taxes, 
assessments and governmental charges levied or imposed upon the Company 
or any Significant Subsidiary or upon the income, profits or property of 
the Company or any Significant Subsidiary, (ii) all claims for labor, 
materials and supplies which, if unpaid, might by law become a lien or 
charge upon the property of the Company or any Significant Subsidiary, 
and (iii) all stamps and other duties, if any, which may be imposed by 
the United States or any political subdivision thereof or therein in 
connection with the issuance, transfer, exchange or conversion of any 
Securities or with respect to this Indenture; provided, however, that, in 
the case of clauses (i) and (ii), the Company shall not be required to 
pay or discharge or cause to be paid or discharged any such tax, 
assessment, charge or claim (A) if the failure to do so will not, in the 
aggregate, have a material adverse impact on the Company, or (B) if the 
amount, applicability or validity is being contested in good faith by 
appropriate proceedings.

SECTION 10.7    Registration and Listing

     The Company (i) will effect all registrations with, and obtain all 
approvals by, all governmental authorities that may be necessary under 
any United States Federal or state law (including the Securities Act, the 
Exchange Act and state securities and Blue Sky laws) before the shares of 
Common Stock issuable upon conversion of Securities are issued and 
delivered, and qualified or listed as contemplated by clause (ii) (it 
being understood that the Company shall not be required to register the 
Securities under the Securities Act, except pursuant to the Registration 
Rights Agreement referred to in Section 10.11); and (ii) will qualify the 
shares of Common Stock required to be issued and delivered upon 
conversion of Securities, prior to such issuance or delivery, for 
quotation on the Nasdaq National Market or, if the Common Stock is not 
then quoted on the Nasdaq National Market, list the Common Stock on each 
national securities exchange or quotation system on which outstanding 
Common Stock is listed or quoted at the time of such delivery.

     Nothing in this Section will limit the application of Section 10.11.

SECTION 10.8    Statement by Officers as to Default

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

     The Company will deliver to the Trustee, forthwith upon becoming 
aware of any default under this Indenture or any Event of Default, an 
Officers' Certificate specifying with particularity such default or Event 
of Default and further stating what action the Company has taken, is 
taking or proposes to take with respect thereto.  For the purpose of this 
Section, the term "default" includes any event which is, or after 
notice or lapse of time or both would become, an Event of Default.

     Any notice required to be given under this Section 10.8 shall be 
delivered to the Trustee at its Corporate Trust Office.

SECTION 10.9    Delivery of Certain Information

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

SECTION 10.10   Resale of Certain Securities

     During the period beginning on the last date of original issuance 
of the Securities and ending on the date that is two years from such date 
(or such shortened period under Rule 144(k) under the Securities Act or 
any successor rule), the Company will not, and will use all reasonable 
efforts to ensure that its "affiliates" (as defined under Rule 144 
under the Securities Act or any successor provision thereto) do not, 
resell (i) any Securities which constitute "restricted securities" 
under Rule 144 or (ii) any securities into which the Securities have been 
converted under this Indenture which constitute "restricted securities" 
under Rule 144, that in either case have been reacquired by any of them. 
 The Trustee shall have no responsibility in respect of the Company's 
performance of its agreement in the preceding sentence.

SECTION 10.11   Registration Rights

     The Company agrees that the Holders from time to time of 
Registrable Securities (as defined below) are entitled to the benefits of 
a Registration Rights Agreement.  Pursuant to the Registration Rights 
Agreement, the Company has agreed for the benefit of the holders from 
time to time of the Registrable Securities that it will, at its expense, 
(i) within 90 days after the Issue Date (as defined below) of the 
Securities, file a shelf registration statement (the "Shelf Registration 
Statement") with the Commission with respect to resales of the 
Registrable Securities, (ii) use all reasonable efforts to cause such 
Shelf Registration Statement to be declared effective by the Commission 
within 180 days after the Issue Date of the Securities, provided, however 
that the Company may, upon written notice to all the Holders, postpone 
having the Shelf Registration Statement declared effective if the Company 
possesses material non-public information, the disclosure of which would 
have a material adverse effect on the Company and its subsidiaries taken 
as a whole and (iii) use all reasonable efforts to maintain such Shelf 
Registration Statement effective under the Securities Act until the 
second annual anniversary of the date it is declared effective or such 
earlier date as is provided in the Registration Rights Agreement (the 
"Effectiveness Period"). The Company will be permitted to suspend the 
use of the prospectus which is a part of the Shelf Registration Statement 
during certain periods of time as provided in the Registration Rights 
Agreement.

     If (i) on or prior to 90 days following the Issue Date of the 
Securities, a Shelf Registration Statement has not been filed with the 
Commission, or (ii) subject to the Company's right to postpone 
effectiveness as set forth in the immediately preceding paragraph, on or 
prior to the 180th day following the Issue Date of the Securities, such 
Shelf Registration Statement is not declared effective (each, a 
"Registration Default"), additional interest ("Liquidated Damages") 
will accrue on the Restricted Securities from and including the day 
following such Registration Default to but excluding the day on which 
such Registration Default has been cured. Liquidated Damages will be paid 
semi-annually in arrears, with the first semi-annual payment due on the 
first Interest Payment Date, as applicable, in respect of the Restricted 
Securities following the date on which such Liquidated Damages begin to 
accrue, and will accrue at a rate per annum equal to an additional 
one-quarter of one percent (0.25%) of the principal amount of the 
Restricted Securities to and including the 90th day following such 
Registration Default and at a rate per annum equal to one-half of one 
percent (0.50%) thereof from and after the 91st day following such 
Registration Default. Pursuant to the Registration Rights Agreement, in 
the event that the Shelf Registration Statement ceases to be effective 
(or the Holders of Registrable Securities are otherwise prevented or 
restricted by the Company from effecting sales pursuant thereto) (an 
"Effective Failure") during the Effectiveness Period for more than 45 
days, whether or not consecutive, during any 90 day period, or for more 
than 90 days, whether or not consecutive, during any 12-month period, 
then the interest rate borne by the Restricted Securities shall increase 
by an additional one-half of one percent (0.50%) per annum from the 46th 
day of the applicable 90 day period or the 91st day of the applicable 
12-month period, as the case may be, until such time as the Effective 
Failure is cured.

     Whenever in this Indenture there is mentioned, in any context, the 
payment of the principal of, premium, if any, or interest on, or in 
respect of, any Security, such mention shall be deemed to include mention 
of the payment of Liquidated Damages provided for in this Section to the 
extent that, in such context, Liquidated Damages are, were or would be 
payable in respect thereof pursuant to the provisions of this Section and 
express mention of the payment of Liquidated Damages (if applicable) in 
any provisions hereof shall not be construed as excluding Liquidated 
Damages in those provisions hereof where such express mention is not 
made.

     For the purposes of the Registration Rights Agreement, 
"Registrable Securities" means all or any portion of the Restricted 
Securities issued from time to time under this Indenture and the shares 
of Common Stock issuable upon conversion or repurchase of such Restricted 
Securities, except any such Restricted Security or share of Common Stock 
issuable upon conversion or repurchase thereof which (i) has been 
effectively registered under the Securities Act and sold in a manner 
contemplated by the Shelf Registration Statement, (ii) has been 
transferred in compliance with Rule 144 under the Securities Act (or any 
successor provision thereto) or is transferable pursuant to paragraph (k) 
of such Rule 144 (or any successor provision thereto) or (iii) otherwise 
has been transferred and a new Security or share of Common Stock not 
subject to transfer restrictions under the Securities Act has been 
delivered by or on behalf of the Company in accordance with Section 3.5 
of this Indenture.

     If a Security, or the shares of Common Stock issuable upon 
conversion of a Security, is a Registrable Security, and the Holder 
thereof elects to sell such Registrable Security pursuant to the Shelf 
Registration Statement then, by its acceptance thereof, the Holder of 
such Registrable Security will have agreed to be bound by the terms of 
the Registration Rights Agreement relating to the Registrable Securities 
which are the subject of such election.

     For the purposes of the Registration Rights Agreement, the term 
"Holder" includes any Person that has a beneficial interest in any 
Restricted Global Security or any beneficial interest in a global 
security representing shares of Common Stock issuable upon conversion of 
a Security. 

SECTION 10.12   Use of Proceeds

     The Company shall use the net proceeds of the sale of the 
Securities (other than $48.475 million) to finance the purchase or other 
acquisition of any property, inventory, asset or business directly or 
indirectly, by the Company or any Restricted Subsidiary used in, or to be 
used in, the System and Network Management Business, or for such other 
purposes as may be permitted by the 1998 Indenture (as defined in Section 
6.5 hereof).  "Restricted Subsidiary" shall mean any subsidiary of the 
Company that has not been designated an "Unrestricted Subsidiary" 
pursuant to the 1998 Indenture.  "System and Network Management 
Business" means:  (i) server and other hardware hosting; (ii) 
connectivity, data networking, telecommunications or content for computer 
or data networks or systems; (iii) management of computer or data 
networks or systems; (iv) technology services, equipment sales or leasing 
or software licensing for computer or data networks or systems (including 
Internet Protocol and any successor protocol(s) based networks); and (v) 
businesses reasonably related, complementary or incidental thereto.

SECTION 10.13   Waiver of Certain Covenants

     The Company may omit in any particular instance to comply with any 
covenant or condition set forth in Sections 10.4 (other than with respect 
to the existence of the Company (subject to Article VII)), 10.5 and 10. 
6, inclusive (other than a covenant or condition which under Article VIII 
cannot be modified or amended without the consent of the Holder of each 
Outstanding Security affected), if before the time for such compliance 
the Holders shall, through the written consent of not less than a 
majority in principal amount of the Outstanding Securities, or the 
adoption of a resolution at a meeting of Holders of the Outstanding 
Securities at which a quorum is present by 66-2/3 % in principal amount 
of Outstanding Securities represented and entitled to vote at such 
meeting, either waive such compliance in such instance or generally waive 
compliance with such covenant or condition, but no such waiver shall 
extend to or affect such covenant or condition except to the extent so 
expressly waived, and, until such waiver shall become effective, the 
obligations of the Company and the duties of the Trustee or any Paying or 
Conversion Agent in respect of any such covenant or condition shall 
remain in full force and effect.

                                  ARTICLE XI      

                            REDEMPTION OF SECURITIES

SECTION 11.1    Right of Redemption

     The Securities may be redeemed in accordance with the provisions of 
the form of Securities set forth in Section 2.2.

SECTION 11.2    Applicability of Article

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

SECTION 11.3    Election to Redeem; Notice to Trustee

     The election of the Company to redeem any Securities shall be 
evidenced by a Board Resolution. In case of any redemption at the 
election of the Company of any of the Securities, the Company shall, at 
least 30 days prior to the Redemption Date fixed by the Company (unless a 
shorter notice shall be satisfactory to the Trustee), notify the Trustee 
in writing of such Redemption Date.

SECTION 11.4    Selection by Trustee of Securities to Be Redeemed

     If less than all the Securities are to be redeemed, the particular 
Securities to be redeemed shall be selected by the Trustee within five 
Business Days after it receives the notice described in 11.3, from the 
Outstanding Securities not previously called for redemption, by lot or by 
such other method as the Trustee may deem fair and appropriate.

     If any Security selected for partial redemption is converted in 
part before termination of the conversion right with respect to the 
portion of the Security so selected, the converted portion of such 
Security shall be deemed (so far as may be) 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.  The Trustee shall promptly notify the 
Company and each Security Registrar in writing of the securities selected 
for redemption and, in the case of any Securities selected for partial 
redemption, the principal amount thereof to be redeemed.

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

SECTION 11.5    Notice of Redemption

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

     All notices of redemption shall state:

     (1)     the Redemption Date,

     (2)     the Redemption Price, and accrued interest (including 
Liquidated Damages, if any), if any, to the Redemption Date,

     (3)     if less than all Outstanding Securities are to be 
redeemed, the aggregate principal amount of Securities to be redeemed and 
the aggregate principal amount of Securities which will be outstanding 
after such partial redemption,

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

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

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

     In case of a partial redemption, the notice shall specify the 
serial and CUSIP numbers (if any) and the portions thereof called for 
redemption and that transfers and exchanges may occur on or prior to the 
Redemption Date.

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

SECTION 11.6    Deposit of Redemption Price

     On or prior to the Redemption Date, the Company shall deposit with 
the Trustee (or, if the Company is acting as its own Paying Agent, 
segregate and hold in trust as provided in Section 10.3) an amount of 
money (which shall be in immediately available funds on such Redemption 
Date) sufficient to pay the Redemption Price of, and (except if the 
Redemption Date shall be an Interest Payment Date) accrued interest 
(including Liquidated Damages, if any) to the Redemption Date on, all the 
Securities which are to be redeemed on that date other than any 
Securities called for redemption on that date which have been converted 
prior to the date of such deposit.

     If any Security called for redemption is converted, any money 
deposited with the Trustee or so segregated and held in trust for the 
redemption of such Security shall (subject to any right of the Holder of 
such Security or any Predecessor Security to receive interest as provided 
in the last paragraph of Section 3.7) be paid to the Company on Company 
Request or, if then held by the Company, shall be discharged from such 
trust.

SECTION 11.7    Securities Payable on Redemption Date

     Notice of redemption having been given as aforesaid, the Securities 
so to be redeemed shall, on the Redemption Date, become due and payable 
at the Redemption Price therein specified and from and after such date 
(unless the Company shall default in the payment of the Redemption Price, 
including accrued interest) such Securities shall cease to bear interest. 
Upon surrender of any Security for redemption in accordance with said 
notice such Security shall be paid by the Company at the Redemption Price 
together with accrued and unpaid interest (including Liquidated Damages, 
if any) to the Redemption Date; provided, however, that installments of 
interest on Securities whose Stated Maturity is on or prior to the 
Redemption Date shall be payable to the Holders of such Securities, or 
one or more Predecessor Securities, registered as such on the relevant 
Record Date according to their terms and the provisions of Section 3.7.

     If any Security called for redemption shall not be so paid upon 
surrender thereof for redemption, the principal amount of, premium, if 
any, and, to the extent permitted by applicable law, accrued interest on 
such Security shall, until paid, bear interest from the Redemption Date 
at a rate of 7.0% per annum and such Security shall remain convertible 
until the Redemption Price of such Security (or portion thereof, as the 
case may be) shall have been paid or duly provided for.

     Any Security which is to be redeemed only in part shall be 
surrendered at the Corporate Trust Office or an office or agency of the 
Company designated for that purpose pursuant to Section 10.2 (with, if 
the Company or the Trustee so requires, due endorsement by, or a written 
instrument of transfer in form satisfactory to the Company and the 
Trustee duly executed by, the Holder thereof or his attorney duly 
authorized in writing), and the Company shall execute, and the Trustee 
shall authenticate and make available for delivery to the Holder of such 
Security without service charge, a new Security or Securities, of any 
authorized denomination as requested by such Holder, in aggregate 
principal amount equal to and in exchange for the unredeemed portion of 
the principal of the Security so surrendered.

SECTION 11.8    Conversion Arrangement on Call for Redemption

     In connection with any redemption of Securities, the Company may 
arrange for the purchase and conversion of any Securities by an agreement 
with one or more investment bankers or other purchasers (the 
"Purchasers") to purchase such securities by paying to the Trustee in 
trust for the Holders, on or before the Redemption Date, an amount not 
less than the applicable Redemption Price, together with interest accrued 
to the Redemption Date, of such Securities. Notwithstanding anything to 
the contrary contained in this Article XI, the obligation of the Company 
to pay the Redemption Price, together with interest accrued to the 
Redemption Date, shall be deemed to be satisfied and discharged to the 
extent such amount is so paid by such Purchasers. If such an agreement is 
entered into (a copy of which shall be filed with the Trustee prior to 
the close of business on the Business Day immediately prior to the 
Redemption Date), any Securities called for redemption that are not duly 
surrendered for conversion by the Holders thereof may, at the option of 
the Company, be deemed, to the fullest extent permitted by law, and 
consistent with any agreement or agreements with such Purchasers, to be 
acquired by such Purchasers from such Holders and (notwithstanding 
anything to the contrary contained in Article XII) surrendered by such 
Purchasers for conversion, all as of immediately prior to the close of 
business on the Redemption Date (and the right to convert any such 
Securities shall be extended through such time), subject to payment of 
the above amount as aforesaid. At the direction of the Company, the 
Trustee shall hold and dispose of any such amount paid to it by the 
Purchasers to the Holders in the same manner as it would monies deposited 
with it by the Company for the redemption of Securities. Without the 
Trustee's prior written consent, no arrangement between the Company and 
such Purchasers for the purchase and conversion of any Securities shall 
increase or otherwise affect any of the powers, duties, responsibilities 
or obligations of the Trustee as set forth in this Indenture, and the 
Company agrees to indemnify the Trustee from, and hold it harmless 
against, any loss, liability or expense arising out of or in connection 
with any such arrangement for the purchase and conversion of any 
Securities between the Company and such Purchasers, including the costs 
and expenses, including reasonable legal fees, incurred by the Trustee in 
the defense of any claim or liability arising out of or in connection 
with the exercise or performance of any of its powers, duties, 
responsibilities or obligations under this Indenture.

                                   ARTICLE XII     

                            CONVERSION OF SECURITIES

SECTION 12.1    Conversion Privilege and Conversion Rate

     Subject to and upon compliance with the provisions of this Article, 
at the option of the Holder thereof, any Security may be converted into 
fully paid and nonassessable shares (calculated as to each conversion to 
the nearest 1/100th of a share) of Common Stock of the Company at the 
Conversion Rate, determined as hereinafter provided, in effect at the 
time of conversion.  Such conversion right shall commence on the date the 
Securities are issued and expire at the close of business on the date of 
Maturity, subject, in the case of conversion of any Global Security, to 
any Applicable Procedures. In case a Security or portion thereof is 
called for redemption at the election of the Company or the Holder 
thereof exercises his right to require the Company to repurchase the 
Security, such conversion right in respect of the Security, or portion 
thereof so called, shall expire at the close of business on the Business 
Day next preceding such Redemption Date or the Repurchase Date, as the 
case may be, unless the Company defaults in making the payment due upon 
redemption or repurchase, as the case may be (in each case subject as 
aforesaid to any Applicable Procedures with respect to any Global 
Security).

     The rate at which shares of Common Stock shall be delivered upon 
conversion (herein called the "Conversion Rate") shall be initially 
10.9463 shares of Common Stock for each U.S.$1,000 principal amount of 
Securities. The Conversion Rate shall be adjusted in certain instances as 
provided in this Article XII.

SECTION 12.2    Exercise of Conversion Privilege

     In order to exercise the conversion privilege, the Holder of any 
Security to be converted shall surrender such Security, duly endorsed in 
blank, at any office or agency of the Company maintained for that purpose 
pursuant to Section 10.2, accompanied by a duly signed conversion notice 
substantially in the form set forth in Section 2.4 stating that the 
Holder elects to convert such Security or, if less than the entire 
principal amount thereof is to be converted, the portion thereof to be 
converted. Each Security surrendered for conversion (in whole or in part) 
during the Record Date Period shall (except in the case of any Security 
or portion thereof which has been called for redemption on a Redemption 
Date occurring within the period beginning on such Regular Record Date 
and ending on the date three Business Days after the next succeeding 
Interest Payment Date) be accompanied by payment in New York Clearing 
House funds or other funds acceptable to the Company of an amount equal 
to the interest payable on such Interest Payment Date on the principal 
amount of such Security (or part thereof, as the case may be) being 
surrendered for conversion. The interest so payable on such Interest 
Payment Date with respect to any Security (or portion thereof, if 
applicable) which is surrendered for conversion during the Record Date 
Period shall be paid to the Holder of such Security as of such Regular 
Record Date in an amount equal to the interest that would have been 
payable on such Security if such Security had been converted as of the 
close of business on such Interest Payment Date.  Interest payable in 
respect of any Security surrendered for conversion on or after an 
Interest Payment Date shall be paid to the Holder of such Security as of 
the next preceding Regular Record Date, notwithstanding the exercise of 
the right of conversion.  Except as provided in this paragraph, no cash 
payment or adjustment shall be made upon any conversion on account of any 
interest accrued from the Interest Payment Date next preceding the 
conversion date, in respect of any Security (or part thereof, as the case 
may be) surrendered for conversion, or on account of any dividends on the 
Common Stock issued upon conversion. The Company's delivery to the Holder 
of the number of shares of Common Stock (and cash in lieu of fractions 
thereof, as provided in this Indenture) into which a Security is 
convertible will be deemed to satisfy the Company's obligation to pay the 
principal amount of the Security.

     Securities shall be deemed to have been converted immediately prior 
to the close of business on the day of surrender of such Securities for 
conversion in accordance with the foregoing provisions, and at such time 
the rights of the Holders of such Securities as Holders shall cease, and 
the Person or Persons entitled to receive the Common Stock issuable upon 
conversion shall be treated for all purposes as the record holder or 
holders of such Common Stock at such time. As promptly as practicable on 
or after the conversion date, the Company shall issue and deliver to the 
Trustee, for delivery to the Holder, a certificate or certificates for 
the number of full shares of Common Stock issuable upon conversion, 
together with payment in lieu of any fraction of a share, as provided in 
Section 12.3.

     All shares of Common Stock delivered upon such conversion of 
Restricted Securities shall bear restrictive legends substantially in the 
form of the legends required to be set forth on the Restricted Securities 
pursuant to Section 3.5 and shall be subject to the restrictions on 
transfer provided in such legends. Neither the Trustee nor any agent 
maintained for the purpose of such conversion shall have any 
responsibility for the inclusion or content of any such restrictive 
legends on such Common Stock; provided, however, that the Trustee or any 
agent maintained for the purpose of such conversion shall have provided, 
to the Company or to the Company's transfer agent for such Common Stock, 
prior to or concurrently with a request to the Company to deliver such 
Common Stock, written notice that the Securities delivered for conversion 
are Restricted Securities.

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

     If shares of Common Stock to be issued upon conversion of a 
Restricted Security, or Securities to be issued upon conversion of a 
Restricted Security in part only, are to be registered in a name other 
than that of the beneficial owner of such Restricted Security, then such 
Holder must deliver to the Conversion Agent a Surrender Certificate, 
dated the date of surrender of such Restricted Security and signed by 
such beneficial owner, as to compliance with the restrictions on transfer 
applicable to such Restricted Security. Neither the Trustee nor any 
Conversion Agent, Registrar or Transfer Agent shall be required to 
register in a name other than that of the beneficial owner, shares of 
Common Stock or Securities issued upon conversion of any such Restricted 
Security not so accompanied by a properly completed Surrender 
Certificate.

SECTION 12.3    Fractions of Shares

     No fractional shares of Common Stock shall be issued upon 
conversion of any Security or Securities. If more than one Security shall 
be surrendered for conversion at one time by the same Holder, the number 
of full shares which shall be issuable upon conversion thereof shall be 
computed on the basis of the aggregate principal amount of the Securities 
(or specified portions thereof) so surrendered. Instead of any fractional 
share of Common Stock which would otherwise be issuable upon conversion 
of any Security or Securities (or specified portions thereof), the 
Company shall calculate and pay a cash adjustment in respect of such 
fraction (calculated to the nearest 1/100th of a share) in an amount 
equal to the same fraction of the Closing Price Per Share at the close of 
business on the day of conversion.

SECTION 12.4    Adjustment of Conversion Rate

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

     (1)     In case the Company shall pay or make a dividend or 
other distribution on shares of any class of Common Stock payable in 
shares of Common Stock, the Conversion Rate in effect at the opening of 
business on the day following the date fixed for the determination of 
shareholders entitled to receive such dividend or other distribution 
shall be increased by dividing such Conversion Rate by a fraction of 
which the numerator shall be the number of shares of Common Stock 
outstanding at the close of business on the date fixed for such 
determination and the denominator shall be the sum of such number of 
shares and the total number of shares constituting such dividend or other 
distribution, such increase to become effective immediately after the 
opening of business on the day following the date fixed for such 
determination. If, after any such date fixed for determination, any 
dividend or distribution is not in fact paid, the Conversion Rate shall 
be immediately readjusted, effective as of the date the Board of 
Directors determines not to pay such dividend or distribution, to the 
Conversion Rate that would have been in effect if such determination date 
had not been fixed. For the purposes of this paragraph (1), the number of 
shares of Common Stock at any time outstanding shall not include shares 
held in the treasury of the Company but shall include shares issuable in 
respect of scrip certificates issued in lieu of fractions of shares of 
Common Stock. The Company will not pay any dividend or make any 
distribution on shares of Common Stock held in the treasury of the 
Company.

     (2)     In case the Company shall issue rights, options or 
warrants to all holders of its Common Stock entitling them to subscribe 
for or purchase shares of Common Stock at a price per share less than the 
current market price per share (determined as provided in paragraph (8) 
of this Section 12.4) of the Common Stock on the date fixed for the 
determination of stockholders entitled to receive such rights, options or 
warrants (other than any rights, options or warrants that by their terms 
will also be issued to any Holder upon conversion of a Security into 
shares of Common Stock without any action required by the Company or any 
other Person), the Conversion Rate in effect at the opening of business 
on the day following the date fixed for such determination shall be 
increased by dividing such Conversion Rate by a fraction of which the 
numerator shall be the number of shares of Common Stock outstanding at 
the close of business on the date fixed for such determination plus the 
number of shares of Common Stock which the aggregate of the offering 
price of the total number of shares of Common Stock so offered for 
subscription or purchase would purchase at such current market price and 
the denominator shall be the number of shares of Common Stock outstanding 
at the close of business on the date fixed for such determination plus 
the number of shares of Common Stock so offered for subscription or 
purchase, such increase to become effective immediately after the opening 
of business on the day following the date fixed for such determination. 
If, after any such date fixed for determination, any such rights, options 
or warrants are not in fact issued, or are not exercised prior to the 
expiration thereof, the Conversion Rate shall be immediately readjusted, 
effective as of the date such rights, options or warrants expire, or the 
date the Board of Directors determines not to issue such rights, options 
or warrants, to the Conversion Rate that would have been in effect if the 
unexercised rights, options or warrants had never been granted or such 
determination date had not been fixed, as the case may be.  For the 
purposes of this paragraph (2), the number of shares of Common Stock at 
any time outstanding shall not include shares held in the treasury of the 
Company but shall include shares issuable in respect of scrip 
certificates issued in lieu of fractions of shares of Common Stock.  The 
Company will not issue any rights, options or warrants in respect of 
shares of Common Stock held in the treasury of the Company.

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

     (4)     In case the Company shall, by dividend or otherwise, 
distribute to all holders of its Common Stock evidences of its 
indebtedness, shares of any class of capital stock or other assets 
(including securities, but excluding (i) any rights, options or warrants 
referred to in paragraph (2) of this Section, (ii) any dividend or 
distribution paid exclusively in cash, (iii) any dividend or distribution 
referred to in paragraph (1) of this Section and (iv) mergers or 
consolidations to which Section 12.11 applies), the Conversion Rate shall 
be adjusted so that the same shall equal the rate determined by dividing 
the Conversion Rate in effect immediately prior to the close of business 
on the date fixed for the determination of stockholders entitled to 
receive such distribution by a fraction of which the numerator shall be 
the current market price per share (determined as provided in paragraph 
(8) of this Section 12.4) of the Common Stock on the date fixed for such 
determination less the then fair market value (as determined by the Board 
of directors, whose determination shall be conclusive and described in a 
Board Resolution filed with the Trustee) of the portion of the assets, 
shares or evidences of indebtedness so distributed applicable to one 
share of Common Stock and the denominator shall be such current market 
price per share of the Common Stock, such adjustment to become effective 
immediately prior to the opening of business on the day following the 
date fixed for the determination of stockholders entitled to receive such 
distribution.  If after any such date fixed for determination, any such 
distribution is not in fact made, the Conversion Rate shall be 
immediately readjusted, effective as of the date of the Board of 
Directors determines not to make such distribution, to the Conversion 
Rate that would have been in effect if such determination date had not 
been fixed.

     (5)     In case the Company shall, by dividend or otherwise, 
distribute to all holders of its Common Stock cash (excluding any cash 
that is distributed as part of a distribution referred to in paragraph 
(4) of this Section or cash distributed upon a merger or consolidation to 
which Section 12.11 applies) in an aggregate amount that, combined 
together with (I) the aggregate amount of any other all-cash 
distributions to all holders 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 paragraph (5) has 
been made and (II) the aggregate of any cash plus the fair market value 
(as determined by the Board of Directors, whose determination shall be 
conclusive and described in a Board Resolution) of other consideration 
payable in respect of any tender offer by the Company or any of its 
Subsidiaries for all or any portion of the Common Stock concluded within 
the 12 months preceding the date of payment of such distribution and in 
respect of which no adjustment pursuant to paragraph (6) of this Section 
12.4 has been made (the "combined cash and tender amount") exceeds 10% 
of the product of the current market price per share (determined as 
provided in paragraph (8) of this Section 12.4) of the Common Stock on 
the date for the determination of holders of shares of Common Stock 
entitled to receive such distribution times the number of shares of 
Common Stock outstanding on such date (the "aggregate current market 
price"), then, and in each such case, immediately after the close of 
business on such date for determination, the Conversion Rate shall be 
adjusted so that the same shall equal the rate determined by dividing the 
Conversion Rate in effect immediately prior to the close of business on 
the date fixed for determination of the stockholders entitled to receive 
such distribution by a fraction (i) the numerator of which shall be equal 
to the current market price per share (determined as provided in 
paragraph (8) of this Section) of the Common Stock on the date fixed for 
such determination less an amount equal to the quotient of (x) the excess 
of such combined cash and tender amount over such aggregate current 
market price divided by (y) the number of shares of Common Stock 
outstanding on such date for determination and (ii) the denominator of 
which shall be equal to the current market price per share (determined as 
provided in paragraph (8) of this Section 12.4) of the Common Stock on 
such date fixed for determination.

     (6)     In case a tender offer made by the Company or any 
Subsidiary for all or any portion of the Common Stock shall expire and 
such tender offer (as amended upon the expiration thereof) shall require 
the payment to stockholders (based on the acceptance (up to any maximum 
specified in the terms of the tender offer) of Purchased Shares (as 
defined below)) 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 Board Resolution) that combined together 
with (I) the aggregate of the cash plus the fair market value (as 
determined by the Board of Directors, whose determination shall be 
conclusive and described in a Board Resolution), as of the expiration of 
such tender offer, of consideration payable in respect of any other 
tender offer by the Company or any Subsidiary for all or any portion of 
the Common Stock expiring within the 12 months preceding the expiration 
of such tender offer and in respect of which no adjustment pursuant to 
this paragraph (6) has been made and (II) the aggregate amount of any 
cash distributions to all holders of the Common Stock within 12 months 
preceding the expiration of such tender offer and in respect of which no 
adjustment pursuant to paragraph (5) of this Section has been made (the 
"combined tender and cash amount") exceeds 10% of the product of the 
current market price per share of the Common Stock (determined as 
provided in paragraph (8) of this Section 12.4) as of the last time (the 
"Expiration Time") tenders could have been made pursuant to such tender 
offer (as it may be amended) times the number of shares of Common Stock 
outstanding (including any tendered shares) as of the Expiration Time, 
then, and in each such case immediately prior to the opening of business 
on the day after the date of the Expiration Time, the Conversion Rate 
shall be adjusted so that the same shall equal the rate determined by 
dividing the Conversion Rate immediately prior to close of business on 
the date of the Expiration Time by a fraction (i) the numerator of which 
shall be equal to (A) the product of (I) the current market price per 
share of the Common Stock (determined as provided in paragraph (8) of 
this Section 12.4) on the date of the Expiration Time multiplied by (II) 
the number of shares of Common Stock outstanding (including any tendered 
shares) on the Expiration Time less (B) the combined tender and cash 
amount, and (ii) the denominator of which shall be equal to the product 
of (A) the current market price per share of the Common Stock (determined 
as provided in paragraph (8) of this Section 12.4) as of the Expiration 
Time multiplied by (B) the number of shares of Common Stock outstanding 
(including any tendered shares) as of the Expiration Time less the number 
of all shares validly tendered and not withdrawn as of the Expiration 
Time (the shares deemed so accepted up to any such maximum, being 
referred to as the "Purchased Shares").

     (7)     The reclassification of Common Stock into securities 
other than Common Stock (other than any reclassification upon a 
consolidation or merger to which Section 12.11 applies) shall be deemed 
to involve (a) a distribution of such securities other than Common Stock 
to all holders of Common Stock (and the effective date of such 
reclassification shall be deemed to be "the date fixed for the 
determination of stockholders entitled to receive such distribution" and 
"the date fixed for such determination" within the meaning of paragraph 
(4) of this Section), and (b) a subdivision or combination, as the case 
may be, of the number of shares of Common Stock outstanding immediately 
prior to such reclassification into the number of shares of Common Stock 
outstanding immediately thereafter (and the effective date of such 
reclassification shall be deemed to be "the day upon which such 
subdivision becomes effective" or "the day upon which such combination 
becomes effective", as the case may be, and "the day upon which such 
subdivision or combination becomes effective" within the meaning of 
paragraph (3) of this Section 12.4).

     (8)     For the purpose of any computation under paragraphs 
(2), (4), (5) or (6) of this Section 12.4, the current market price per 
share of Common Stock on any date shall be calculated by the Company and 
be the average of the daily Closing Prices Per Share for the five 
consecutive Trading Days selected by the Company commencing not more than 
10 Trading Days before, and ending not later than the earlier of the day 
in question and the day before the "ex" date with respect to the 
issuance or distribution requiring such computation. For purposes of this 
paragraph, the term "'ex' date", when used with respect to any issuance 
or distribution, means the first date on which the Common Stock trades 
regular way in the applicable securities market or on the applicable 
securities exchange without the right to receive such issuance or 
distribution.

     (9)     No adjustment in the Conversion Rate shall be required 
unless such adjustment (plus any adjustments not previously made by 
reason of this paragraph (9)) would require an increase or decrease of at 
least one percent in such rate; provided, however, that any adjustments 
which by reason of this paragraph (9) are not required to be made shall 
be carried forward and taken into account in any subsequent adjustment. 
All calculations under this Article shall be made to the nearest cent or 
to the nearest one-hundredth of a share, as the case may be.

     (10)    The Company may make such increases in the Conversion 
Rate, for the remaining term of the Securities or any shorter term, in 
addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) 
of this Section 12.4, as it considers to be advisable in order to avoid 
or diminish any income tax to any holders of shares of Common Stock 
resulting from any dividend or distribution of stock or issuance of 
rights or warrants to purchase or subscribe for stock or from any event 
treated as such for income tax purposes. The Company shall have the power 
to resolve any ambiguity or correct any error in this paragraph (10) and 
its actions in so doing shall, absent manifest error, be final and 
conclusive.

     (11)    Notwithstanding the foregoing provisions of this 
Section, no adjustment of the Conversion Rate shall be required to be 
made (a) upon the issuance of shares of Common Stock pursuant to any 
present or future plan for the reinvestment of dividends or (b) because 
of a tender or exchange offer of the character described in Rule 
13e-4(h)(5) under the Exchange Act or any successor rule thereto.

     (12)    To the extent permitted by applicable law, the Company 
from time to time may increase the Conversion Rate by any amount for any 
period of time if the period is at least twenty (20) days, the increase 
is irrevocable during such period, and the Board of Directors shall have 
made a determination that such increase would be in the best interests of 
the Company, which determination shall be conclusive; provided, however, 
that no such increase shall be taken into account for purposes of 
determining (i) whether the Closing Price Per Share of the Common Stock 
equals or exceeds 105% of the Conversion Price in connection with an 
event which would otherwise be a Change of Control pursuant to Section 
14.4, or (ii) whether the Closing Price Per Share of the Common Stock 
exceeds 140% of the Conversion Price in connection with redemption of the 
Securities in accordance with the provisions of the form of Securities 
set forth in Section 2.2 hereof. Whenever the Conversion Rate is 
increased pursuant to the preceding sentence, the Company shall give 
notice of the increase to the Holders in the manner provided in Section 
1.6 at least fifteen (15) days prior to the date the increased Conversion 
Rate takes effect, and such notice shall state the increased Conversion 
Rate and the period during which it will be in effect.

SECTION 12.5    Notice of Adjustments of Conversion Rate

     Whenever the Conversion Rate is adjusted as herein provided:

     (1)     the Company shall compute the adjusted Conversion Rate 
in accordance with Section 12.4 and shall prepare a certificate signed by 
the Chief Financial Officer of the Company setting forth the adjusted 
Conversion Rate and showing in reasonable detail the facts upon which 
such adjustment is based, and such certificate shall promptly be filed 
with the Trustee and with each Conversion Agent; and

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

     Neither the Trustee nor any Conversion Agent shall be under any 
duty or responsibility with respect to any such certificate or the 
information and calculations contained therein, except to exhibit the 
same to any Holder of Securities desiring inspection thereof at its 
office during normal business hours, and shall not be deemed to have 
knowledge of any adjustment in the Conversion Rate unless and until a 
Responsible Officer of the Trustee shall have received such a 
certificate.  Until a Responsible Officer of the Trustee receives such a 
certificate, the Trustee and each Conversion Agent may assume without 
inquiry that the last Conversion Rate of which the Trustee has knowledge 
of remains in effect.

SECTION 12.6    Notice of Certain Corporate Action

     In case:

     (1)     the Company shall declare a dividend (or any other 
distribution) on its Common Stock payable (i) otherwise than exclusively 
in cash or (ii) exclusively in cash in an amount that would require any 
adjustment pursuant to Section 12.4; or

     (2)     the Company shall authorize the granting to all or 
substantially all of the holders of its Common Stock of rights, options 
or warrants to subscribe for or purchase any shares of capital stock of 
any class or of any other rights that would require any adjustment 
pursuant to Section 12.4; or

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

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

     Then the Company shall cause to be filed at each office or agency 
maintained for the purpose of conversion of Securities pursuant to 
Section 10.2, and shall cause to be provided to all Holders in accordance 
with Section 1.6, at least 20 days (or 10 days in any case specified in 
clause (1) or (2) above) prior to the applicable record or effective date 
hereinafter specified, a notice stating (x) the date on which a record is 
to be taken for the purpose of such dividend, distribution, rights, 
options or warrants, or, if a record is not to be taken, the date as of 
which the holders of Common Stock of record to be entitled to such 
dividend, distribution, rights, options or warrants are to be determined 
or (y) the date on which such reclassification, consolidation, merger, 
conveyance, transfer, sale, lease, dissolution, liquidation or winding up 
is expected to become effective, and the date as of which it is expected 
that holders of Common Stock of record shall be entitled to exchange 
their shares of Common Stock for securities, cash or other property 
deliverable upon such reclassification, consolidation, merger, 
conveyance, transfer, sale, lease, dissolution, liquidation or winding 
up. Neither the failure to give such notice or the notice referred to in 
the following paragraph nor any defect therein shall affect the legality 
or validity of the proceedings described in clauses (1) through (4) of 
this Section 12.6. If at the time the Trustee shall not be the conversion 
agent, a copy of such notice shall also forthwith be filed by the Company 
with the Trustee.

     The Company shall cause to be filed at the Corporate Trust Office 
and each office or agency maintained for the purpose of conversion of 
Securities pursuant to Section 10.2, and shall cause to be provided to 
all Holders in accordance with Section 1.6, notice of any tender offer by 
the Company or any Subsidiary for all or any portion of the Common Stock 
at or about the time that such notice of tender offer is provided to the 
public generally.

SECTION 12.7    Company to Reserve Common Stock

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

SECTION 12.8    Taxes on Conversions

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

SECTION 12.9    Covenant as to Common Stock

     The Company agrees that all shares of Common Stock which may be 
delivered upon conversion of Securities, upon such delivery, will have 
been duly authorized and validly issued and will be fully paid and 
nonassessable and, except as provided in Section 12.8, the Company will 
pay all taxes, liens and charges with respect to the issue thereof.

SECTION 12.10   Cancellation of Converted Securities

     All Securities delivered for conversion shall be delivered to the 
Trustee or its agent to be canceled by or at the direction of the 
Trustee, which shall dispose of the same as provided in Section 3.9.

SECTION 12.11   Provision in Case of Consolidation, Merger or Sale of Assets

     In case of any consolidation or merger of the Company with or into 
any other Person, any merger of another Person with or into the Company 
(other than a merger which does not result in any reclassification, 
conversion, exchange or cancellation of outstanding shares of Common 
Stock of the Company) or any conveyance, sale, transfer or lease of all 
or substantially all of the assets of the Company, the Person formed by 
such consolidation or resulting from such merger or which acquires such 
assets, as the case may be, shall execute and deliver to the Trustee a 
supplemental indenture providing that the Holder of each Security then 
Outstanding shall have the right thereafter, during the period such 
Security shall be convertible as specified in Section 12.1, to convert 
such Security only into the kind and amount of securities, cash and other 
property receivable upon such consolidation, merger, conveyance, sale, 
transfer or lease by a holder of the number of shares of Common Stock of 
the Company into which such Security might have been converted 
immediately prior to such consolidation, merger, conveyance, sale, 
transfer or lease, assuming such holder of Common Stock of the Company 
(i) is not (A) a Person with which the Company consolidated or merged 
with or into or which merged into or with the Company or to which such 
conveyance, sale, transfer or lease was made, as the case may be (a 
"Constituent Person"), or (B) an Affiliate of a Constituent Person and 
(ii) failed to exercise his rights of election, if any, as to the kind or 
amount of securities, cash and other property receivable upon such 
consolidation, merger, conveyance, sale, transfer or lease (provided that 
if the kind or amount of securities, cash and other property receivable 
upon such consolidation, merger, conveyance, sale, transfer, or lease is 
not the same for each share of Common Stock of the Company held 
immediately prior to such consolidation, merger, conveyance, sale, 
transfer or lease by others than a Constituent Person or an Affiliate 
thereof and in respect of which such rights of election shall not have 
been exercised ("Non-electing Share"), then for the purpose of this 
Section 12.11 the kind and amount of securities, cash and other property 
receivable upon such consolidation, merger, conveyance, sale, transfer or 
lease by the holders of each Non-electing Share shall be deemed to be the 
kind and amount so receivable per share by a plurality of the 
Non-electing Shares). Such supplemental indenture shall provide for 
adjustments which, for events subsequent to the effective date of such 
supplemental indenture, shall be as nearly equivalent as may be 
practicable to the adjustments provided for in this Article. The above 
provisions of this Section 12.11 shall similarly apply to successive 
consolidations, mergers, conveyances, sales, transfers or leases. Notice 
of the execution of such a supplemental indenture shall be given by the 
Company to the Holder of each Security as provided in Section 1.6 
promptly upon such execution.

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

SECTION 12.12   Rights Issued in Respect of Common Stock

     Rights or warrants distributed by the Company to all holders of 
Common Stock entitling the holders thereof to subscribe for or purchase 
shares of the Company's capital stock (either initially or under certain 
circumstances), which rights or warrants, until the occurrence of a 
specified event or events ("Trigger Event"):

     (1)     are deemed to be transferred with such shares of Common Stock,

     (2)     are not exercisable, and

     (3)     are also issued in respect of future issuances of Common Stock 

shall not be deemed distributed for purposes of Section 12.4(2) until the 
occurrence of the earliest Trigger Event, whereupon such rights and 
warrants shall be deemed to have been distributed and an appropriate 
adjustment (if any is required) to the Conversion Price shall be made 
under this Section 12.4(4).  If any such right or warrant, including any 
such existing rights or warrants distributed prior to the date of this 
Indenture, are subject to events, upon the occurrence of which such 
rights or warrants become exercisable to purchase different securities, 
evidences of indebtedness or other assets or different amounts of any of 
the foregoing, or both, then the date of the occurrence of any such event 
shall be deemed to be the date of distribution and record date with 
respect to new rights or warrants with such rights (and a termination or 
expiration of the existing rights or warrants without exercise by any of 
the holders thereof).  In addition, in the event of any distribution of 
rights or warrants, or any Trigger Event with respect thereto, that shall 
have resulted in an adjustment to the Conversion Rate under Section 
12.4(2), (1) in the case of any such rights or warrants which shall all 
have been redeemed or repurchased without exercise by any holders 
thereof, the Conversion Rate shall be readjusted upon such final 
redemption or repurchase to give effect to such distribution or Trigger 
Event, as the case may be, as though it were a cash distribution, equal 
to the per share redemption or repurchase price received by a holder of 
Common Stock with respect to such rights or warrants (assuming such 
holder had retained such rights or warrants), made to all holders of 
Common Stock as of the date of such redemption or repurchase, and (2) in 
the case of any such rights or warrants all of which shall have expired 
without exercise by any holder thereof, the Conversion Price shall be 
readjusted as if such issuance had not occurred.

SECTION 12.13   Responsibility of Trustee for Conversion Provisions

     The Trustee, subject to the provisions of Section 6.1, and any 
Conversion Agent shall not at any time be under any duty or 
responsibility to any Holder of Securities to determine whether any facts 
exist which may require any adjustment of the Conversion Rate, or with 
respect to the nature or extent of any such adjustment when made, or with 
respect to the method employed, herein or in any supplemental indenture 
provided to be employed, in making the same, or whether a supplemental 
indenture need be entered into. Neither the Trustee, subject to the 
provisions of Section 6.1, nor any Conversion Agent shall be accountable 
with respect to the validity or value (or the kind or amount) of any 
Common Stock, or of any other securities or property or cash, which may 
at any time be issued or delivered upon the conversion of any Security; 
and it or they do not make any representation with respect thereto. 
Neither the Trustee, subject to the provisions of Section 6.1, nor any 
Conversion Agent shall be responsible for any failure of the Company to 
make or calculate any cash payment or to issue, transfer or deliver any 
shares of Common Stock or share certificates or other securities or 
property or cash upon the surrender of any Security for the purpose of 
conversion; and the Trustee, subject to the provisions of Section 6.1, 
and any Conversion Agent shall not be responsible for any failure of the 
Company to comply with any of the covenants of the Company contained in 
this Article.

                                  ARTICLE XIII    

                          SUBORDINATION OF SECURITIES

SECTION 13.1    Securities Subordinate to Senior Indebtedness

     The Company covenants and agrees, and each Holder of a Security, by 
its acceptance thereof, likewise covenants and agrees, that, to the 
extent and in the manner hereinafter set forth in this Article (subject 
to the provisions of Article IV), the indebtedness represented by the 
Securities and the payment of the principal of, or premium, if any, or 
interest (including Liquidated Damages, if any) on, each and all of the 
Securities (including, but not limited to, the Redemption Price with 
respect to the Securities to be called for redemption in accordance with 
Article XI or the Repurchase Price with respect to Securities submitted 
for repurchase in accordance with Article XIV), are hereby expressly made 
subordinate and subject in right of payment to the prior payment in full 
of all Senior Indebtedness.

SECTION 13.2    No Payment in Certain Circumstances, Payment over of 
                Proceeds upon Dissolution, Etc

     No payment shall be made with respect to the principal of, or 
premium, if any, or interest (including Liquidated Damages, if any) on 
the Securities (including, but not limited to, the Redemption Price with 
respect to the Securities to be called for redemption in accordance with 
Article XI or the Repurchase Price with respect to Securities submitted 
for repurchase in accordance with Article XIV), except payments and 
distributions made by the Trustee as permitted by Section 13.9, if:

     (1)     a default in the payment of principal, premium, if any, 
or interest (including a default under any repurchase or redemption 
obligation) or other amounts with respect to any Designated Senior Debt 
occurs and is continuing (or, in the case of Designated Senior Debt for 
which there is a period of grace, in the event of such a default that 
continues beyond the period of grace, if any, specified in the instrument 
or lease evidencing such Designated Senior Debt) unless and until such 
default shall have been cured or waived or shall have ceased to exist; or

     (2)     any other event of default occurs and is continuing 
with respect to Designated Senior Debt that then permits holders of such 
Designated Senior Debt to accelerate its maturity and the Trustee 
receives a notice of the default (a "Payment Blockage Notice") from a 
Representative or holder of Designated Senior Debt or the Company.

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

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

     (3)     in the case of a default referred to in clause (i) 
above, the date upon which the default is cured or waived or ceases to 
exist, or

     (4)     in the case of a default referred to in clause (ii) 
above, the date upon which the default is cured or waived or ceases to 
exist or 179 days pass after notice is received if the maturity of such 
Designated Senior Debt has not been accelerated.

     Unless this Article XIII otherwise prohibits the payment or 
distribution at the time of such payment or distribution.

     In the event of (a) any insolvency or bankruptcy case or 
proceeding, or any receivership, liquidation, reorganization or other 
similar case or proceeding in connection therewith, relative to the 
Company or to its creditors, as such, or to its assets, or (b) any 
liquidation, dissolution or other winding up of the Company, whether 
voluntary or involuntary and whether or not involving insolvency or 
bankruptcy, or (c) any assignment for the benefit of creditors or any 
other marshaling of assets and liabilities of the Company, then and in 
any such event the holders of Senior Indebtedness shall be entitled to 
receive payment in full of all amounts due or to become due on or in 
respect of all Senior Indebtedness in cash before the Holders of the 
Securities are entitled to receive any payment on account of principal of 
(or premium, if any) or interest (including any Liquidated Damages) on 
the Securities or on account of the purchase, redemption or other 
acquisition of Securities, and to that end the holders of Senior 
Indebtedness shall be entitled to receive, for application to the payment 
thereof, any payment or distribution of any kind or character, whether in 
cash, property or securities, which may be payable or deliverable in 
respect of the Securities in any such case, proceeding, dissolution, 
liquidation or other winding up or event.

     In the event that, notwithstanding the foregoing provisions of this 
Section, the Trustee or the Holder of any Security shall have received 
any payment or distribution of assets of the Company of any kind or 
character, whether in cash, securities or other property, before all 
Senior Indebtedness is paid in full, and if such fact shall, at or prior 
to the time of such payment or distribution, have been made known to the 
Trustee or, as the case may be, such Holder, then and in such event such 
payment or distribution shall be paid over or delivered forthwith to the 
trustee in bankruptcy, receiver, liquidating trustee, custodian, 
assignee, agent or other Person making payment or distribution of assets 
of the Company for application to the payment of all Senior Indebtedness 
remaining unpaid, to the extent necessary to pay all Senior Indebtedness 
in full, after giving effect to any concurrent payment or distribution to 
or for the holders of Senior Indebtedness.

     For purposes of this Article only, the words "cash, property or 
securities" shall not be deemed to include shares of capital stock of 
the Company as reorganized or readjusted, or securities of the Company or 
any other corporation provided for by a plan of reorganization or 
readjustment, which shares of stock or securities are subordinated in 
right of payment to all then outstanding Senior Indebtedness to 
substantially the same extent as, or to a greater extent than, the 
Securities are so subordinated as provided in this Article. The 
consolidation of the Company with, or the merger of the Company into, 
another Person or the liquidation or dissolution of the Company following 
the conveyance or transfer of its properties and assets substantially as 
an entirety to another Person upon the terms and conditions set forth in 
Article VII shall not be deemed a dissolution, winding up, liquidation, 
reorganization, assignment for the benefit of creditors or marshaling of 
assets and liabilities of the Company for the purposes of this Section if 
the Person formed by such consolidation or into which the Company is 
merged or which acquires by conveyance or transfer such properties and 
assets substantially as an entirety, as the case may be, shall, as a part 
of such consolidation, merger, conveyance or transfer, comply with the 
conditions set forth in Article VII.

     In the event that, notwithstanding the foregoing, the Company shall 
make any payment to the Trustee or the Holder of any Security prohibited 
by the foregoing provisions of this Section, and if such fact shall, at 
or prior to the time of such payment, have been made known to the Trustee 
or, as the case may be, such Holder, then and in such event such payment 
shall be paid over and delivered forthwith to the Company, in the case of 
the Trustee, or the Trustee, in the case of such Holder.

SECTION 13.3    Prior Payment to Senior Indebtedness upon Acceleration 
                of Securities

     In the event of the acceleration of the Securities because of an 
Event of Default, no payment or distribution shall be made to the Trustee 
or any holder of Securities in respect of the principal of, premium, if 
any, or interest (including Liquidated Damages, if any) on the Securities 
(including, but not limited to, the Redemption Price with respect to the 
Securities called for redemption in accordance with Article XI or the 
Repurchase Price with respect to the Securities submitted for repurchase 
in accordance with Article XIV), except payments and distributions made 
by the Trustee as permitted by Section 13.9, until all Senior 
Indebtedness has been paid in full in cash or other payment satisfactory 
to the holders of Senior Indebtedness or such acceleration is rescinded 
in accordance with the terms of this Indenture. If payment of the 
Securities is accelerated because of an Event of Default, the Company 
shall promptly notify holders of Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing, the Company shall 
make any payment to the Trustee or the Holder of any Security prohibited 
by the foregoing provisions of this Section, and if such fact shall, at 
or prior to the time of such payment, have been made known to the Trustee 
or, as the case may be, such Holder, then and in such event such payment 
shall be paid over and delivered forthwith to the Company, in the case of 
the Trustee, or the Trustee, in the case of such Holder.

SECTION 13.4    Payment Permitted If No Default

     Nothing contained in this Article or elsewhere in this Indenture or 
in any of the Securities shall prevent (a) the Company, at any time 
except during the pendency of any case, proceeding, dissolution, 
liquidation or other winding up, assignment for the benefit of creditors 
or other marshaling of assets and liabilities of the Company referred to 
in Section 13.2, or during the circumstances referred to in the first 
paragraph of Section 13.2, or under the conditions described in Section 
13.3, from making payments at any time of principal of (and premium, if 
any) or interest on the Securities, or (b) the application by the Trustee 
of any money deposited with it hereunder to the payment of or on account 
of the principal of (and premium, if any) or interest on the Securities 
or the retention of such payment by the Holders, if, at the time of such 
application by the Trustee, it did not have knowledge that such payment 
would have been prohibited by the provisions of this Article.

SECTION 13.5    Subrogation to Rights of Holders of Senior Indebtedness

     Subject to the payment in full of all Senior Indebtedness, the 
Holders of the Securities shall be subrogated to the extent of the 
payments or distributions made to the holders of such Senior Indebtedness 
pursuant to the provisions of this Article (equally and ratably with the 
holders of all indebtedness of the Company which by its express terms is 
subordinated to other indebtedness of the Company to substantially the 
same extent as the Securities are subordinated and is entitled to like 
rights of subrogation) to the rights of the holders of such Senior 
Indebtedness to receive payments and distributions of cash, property and 
securities applicable to the Senior Indebtedness until the principal of 
(and premium, if any) and interest on the Securities shall be paid in 
full. For purposes of such subrogation, no payments or distributions to 
the holders of the Senior Indebtedness of any cash, property or 
securities to which the Holders of the Securities or the Trustee would be 
entitled except for the provisions of this Article, and no payments over 
pursuant to the provisions of this Article to the holders of Senior 
Indebtedness by Holders of the Securities or the Trustee, shall, as among 
the Company, its creditors other than holders of Senior Indebtedness and 
the Holders of the Securities, be deemed to be a payment or distribution 
by the Company to or on account of the Senior Indebtedness.

SECTION 13.6    Provisions Solely to Define Relative Rights

     The provisions of this Article are and are intended solely for the 
purpose of defining the relative rights of the Holders of the Securities 
on the one hand and the holders of Senior Indebtedness on the other hand. 
Nothing contained in this Article or elsewhere in this Indenture or in 
the Securities is intended to or shall (i) impair, as among the Company, 
its creditors other than holders of Senior Indebtedness and the Holders 
of the Securities, the obligation of the Company, which is absolute and 
unconditional, to pay to the Holders of the Securities the principal of 
(and premium, if any) and interest (including Liquidated Damages, if any) 
on the Securities as and when the same shall become due and payable in 
accordance with their terms; or (ii) affect the relative rights against 
the Company of the Holders of the Securities and creditors of the Company 
other than the holders of Senior Indebtedness; or (iii) prevent the 
Trustee or the Holder of any Security from exercising all remedies 
otherwise permitted by applicable law upon default under this Indenture, 
subject to the rights, if any, under this Article of the holders of 
Senior Indebtedness to receive cash, property and securities otherwise 
payable or deliverable to the Trustee or such Holder.

SECTION 13.7    Trustee to Effectuate Subordination

     Each Holder of a Security by its acceptance thereof authorizes and 
directs the Trustee on its behalf to take such action as may be necessary 
or appropriate to effectuate the subordination provided in this Article 
and appoints the Trustee its attorney-in-fact for any and all such 
purposes.

SECTION 13.8    No Waiver of Subordination Provisions

     No right of any present or future holder of any Senior Indebtedness 
to enforce subordination as herein provided shall at any time in any way 
be prejudiced or impaired by any act or failure to act on the part of the 
Company, or by any non-compliance by the Company with the terms, 
provisions and covenants of this Indenture, regardless of any knowledge 
thereof any such holder may have or be otherwise charged with.
Without in any way limiting the generality of the foregoing 
paragraph, the holders of Senior Indebtedness may, at any time and from 
time to time, without the consent of or notice to the Trustee or the 
Holders of the Securities, without incurring responsibility to the 
Holders of the Securities and without impairing or releasing the 
subordination provided in this Article or the obligations hereunder of 
the Holders of the Securities to the holders of Senior Indebtedness, do 
any one or more of the following: (i) change the manner, place or terms 
of payment or extend the time of payment of, or renew or alter, Senior 
Indebtedness, or otherwise amend or supplement in any manner Senior 
Indebtedness or any instrument evidencing the same or any agreement under 
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or 
otherwise deal with any property pledged, mortgaged or otherwise securing 
Senior Indebtedness; (iii) release any Person liable in any manner for 
the collection of Senior Indebtedness; and (iv) exercise or refrain from 
exercising any rights against the Company and any other Person.

SECTION 13.9    Notice to Trustee

     The Company shall give prompt written notice to the Trustee of any 
fact known to the Company which would prohibit the making of any payment 
to or by the Trustee in respect of the Securities. Notwithstanding the 
provisions of this Article or any other provision of this Indenture, the 
Trustee shall not be charged with knowledge of the existence of any facts 
which would prohibit the making of any payment to or by the Trustee in 
respect of the Securities, unless and until a Responsible Officer of the 
Trustee shall have received written notice thereof from the Company or a 
Representative or a holder of Senior Indebtedness (including, without 
limitation, a holder of Designated Senior Debt) and, prior to the receipt 
of any such written notice, the Trustee, subject to the provisions of 
Section 6.1, shall be entitled in all respects to assume that no such 
facts exist; provided, however, that if the Trustee shall not have 
received the notice provided for in this Section 13.9 at least two 
Business Days prior to the date upon which by the terms hereof any money 
may become payable for any purpose (including, without limitation, the 
payment of the principal of (and premium, if any) or interest (including 
Liquidated Damages, if any) on any Security), then, anything herein 
contained to the contrary notwithstanding, the Trustee shall have full 
power and authority to receive such money and to apply the same to the 
purpose for which such money was received and shall not be affected by 
any notice to the contrary which may be received by it within one 
Business Day prior to such date.

     Notwithstanding anything in this Article XIII to the contrary, 
nothing shall prevent any payment by the Trustee to the Holders of monies 
deposited with it pursuant to Section 4.1, and any such payment shall not 
be subject to the provisions of Section 13.2 or 13.3.

     Subject to the provisions of Section 6.1, the Trustee shall be 
entitled to rely on the delivery to it of a written notice by a Person 
representing himself to be a Representative or a holder of Senior 
Indebtedness (including, without limitation, a holder of Designated 
Senior Debt) to establish that such notice has been given by a 
Representative or a holder of Senior Indebtedness (including, without 
limitation, a holder of Designated Senior Debt). In the event that the 
Trustee determines in good faith that further evidence is required with 
respect to the right of any Person as a holder of Senior Indebtedness to 
participate in any payment or distribution pursuant to this Article, the 
Trustee may request such Person to furnish evidence to the reasonable 
satisfaction of the Trustee as to the amount of Senior Indebtedness held 
by such Person, the extent to which such Person is entitled to 
participate in such payment or distribution and any other facts pertinent 
to the rights of such Person under this Article, and if such evidence is 
not furnished, the Trustee may defer any payment to such Person pending 
judicial determination as to the right of such Person to receive such 
payment.

SECTION 13.10   Reliance on Judicial Order or Certificate of 
                Liquidating Agent

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

SECTION 13.11   Trustee Not Fiduciary for Holders of Senior Indebtedness

     The Trustee shall not be deemed to owe any fiduciary duty to the 
holders of Senior Indebtedness and shall not be liable to any such 
holders if it shall in good faith mistakenly pay over or distribute to 
Holders of Securities or to the Company or to any other Person cash, 
property or securities to which any holders of Senior Indebtedness shall 
be entitled by virtue of this Article or otherwise.

SECTION 13.12   Reliance by Holders of Senior Indebtedness on 
                Subordination  Provisions

     Each Holder by accepting a Security acknowledges and agrees that 
the foregoing subordination provisions are, and are intended to be, an 
inducement and a consideration to each holder of any Senior Indebtedness, 
whether such Senior Indebtedness was created or acquired before or after 
the issuance of the Securities, to acquire and continue to hold, or to 
continue to hold, such Senior Indebtedness and such holder of Senior 
Indebtedness shall be deemed conclusively to have relied on such 
subordination provisions in acquiring and continuing to hold, or in 
continuing to hold, such Senior Indebtedness, and no amendment or 
modification of the provisions contained herein shall diminish the rights 
of such holders of Senior Indebtedness unless such holders shall have 
agreed in writing thereto.

SECTION 13.13   Rights of Trustee as Holder of Senior Indebtedness; 
                Preservation of Trustee's Rights

     The Trustee in its individual capacity shall be entitled to all the 
rights set forth in this Article with respect to any Senior Indebtedness 
which may at any time be held by it, to the same extent as any other 
holder of Senior Indebtedness, and nothing in this Indenture shall 
deprive the Trustee of any of its rights as such holder.
Nothing in this Article shall apply to claims of, or payments to, 
the Trustee under or pursuant to Section 6.7.

SECTION 13.14   Article Applicable to Paying Agents

     In case at any time any Paying Agent other than the Trustee shall 
have been appointed by the Company and be then acting hereunder, the term 
"Trustee" as used in this Article shall in such case (unless the 
context otherwise requires) be construed as extending to and including 
such Paying Agent within its meaning as fully for all intents and 
purposes as if such Paying Agent were named in this Article in addition 
to or in place of the Trustee; provided, however, that Section 13.13 
shall not apply to the Company or any Affiliate of the Company if it or 
such Affiliate acts as Paying Agent.

SECTION 13.15   Certain Conversions and Repurchases Deemed Payment

     For the purposes of this Article only, (i) the issuance and 
delivery of junior securities upon conversion of Securities in accordance 
with Article XII or upon the repurchase of Securities in accordance with 
Article XIV shall not be deemed to constitute a payment or distribution 
on account of the principal of or premium or interest (including 
Liquidated Damages, if any) on Securities or on account of the purchase 
or other acquisition of Securities, and (ii) the payment, issuance or 
delivery of cash (except in satisfaction of fractional shares pursuant to 
Section 12.3), property or securities (other than junior securities) upon 
conversion of a Security shall be deemed to constitute payment on account 
of the principal of such Security. For the purposes of this Section, the 
term "junior securities" means (a) shares of any stock of any class of 
the Company and securities into which the Securities are convertible 
pursuant to Article XII and (b) securities of the Company which are 
subordinated in right of payment to all Senior Indebtedness which may be 
outstanding at the time of issuance or delivery of such securities to 
substantially the same extent as, or to a greater extent than, the 
Securities are so subordinated as provided in this Article. Nothing 
contained in this Article or elsewhere in this Indenture or in the 
Securities is intended to or shall impair, as among the Company, its 
creditors other than holders of Senior Indebtedness and the Holders of 
the Securities, the right, which is absolute and unconditional, of the 
Holder of any Security to convert such Security in accordance with 
Article XII or to exchange such Security for Common Stock in accordance 
with Article XIV if the Company elects to satisfy the obligations under 
Article XIV by the delivery of Common Stock.

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


SECTION 14.1    Right to Require Repurchase

     In the event that a Change in Control (as hereinafter defined) 
shall occur, then each Holder shall have the right, at the Holder's 
option, but subject to the provisions of Section 14.2, to require the 
Company to repurchase, and upon the exercise of such right the Company 
shall repurchase, all of such Holder's Securities not theretofore called 
for redemption, or any portion of the principal amount thereof that is 
equal to any integral multiple of U.S. $1,000 (provided that no single 
Security may be repurchased in part unless the portion of the principal 
amount of such Security to be Outstanding after such repurchase is equal 
to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), 
on the date (the "Repurchase Date") specified by the Company that is 
not less than 40 nor more than 60 days after the date of the Offer to 
Purchase (as defined in Section 14.3) at a purchase price equal to 100% 
of the principal amount of the Securities to be repurchased plus interest 
accrued to the Repurchase Date (the "Repurchase Price"); provided, 
however, that installments of interest on Securities whose Stated 
Maturity is on or prior to the Repurchase Date shall be payable to the 
Holders of such Securities, or one or more Predecessor Securities, 
registered as such on the relevant Record Date according to their terms 
and the provisions of Section 3.7. Such right to require the repurchase 
of the Securities shall not continue after a discharge of the Company 
from its obligations with respect to the Securities in accordance with 
Article IV, unless a Change in Control shall have occurred prior to such 
discharge. At the option of the Company, the Repurchase Price may be paid 
in cash or, subject to the fulfillment by the Company of the conditions 
set forth Section 14.2, by delivery of shares of Common Stock having a 
fair market value equal to the Repurchase Price. Whenever in this 
Indenture (including Sections 2.2, 3.1 , 5.1(1) and 5.8) there is a 
reference, in any context, to the principal of any Security as of any 
time, such reference shall be deemed to include reference to the 
Repurchase Price payable in respect of such Security to the extent that 
such Repurchase Price is, was or would be so payable at such time, and 
express mention of the Repurchase Price in any provision of this 
Indenture shall not be construed as excluding the Repurchase Price in 
those provisions of this Indenture when such express mention is not made; 
provided, however, that for the purposes of Article XIII such reference 
shall be deemed to include reference to the Repurchase Price only to the 
extent the Repurchase Price is payable in cash.

SECTION 14.2    Conditions to the Company's Election to Pay the 
                Repurchase Price in Common Stock

     The Company may elect to pay the Repurchase Price by delivery of 
shares of Common Stock pursuant to Section 14.1 if and only if the 
following conditions shall have been satisfied:

     (1)     The shares of Common Stock deliverable in payment of 
the Repurchase Price shall have a fair market value as of the Repurchase 
Date of not less than the Repurchase Price. For purposes of Section 14.1 
and this Section 14.2, the fair market value of shares of Common Stock 
shall be determined by the Company and shall be equal to 95% of the 
average of the Closing Prices Per Share of the Common Stock for the five 
consecutive Trading Days immediately preceding and including the third 
Trading Day prior to the Repurchase Date;

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

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

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

     If all of the conditions set forth in this Section 14.2 are not 
satisfied in accordance with the terms thereof, the Repurchase Price 
shall be paid by the Company only in cash.

SECTION 14.3    Notices; Method of Exercising Repurchase Right, Etc.

     (1)     Unless the Company shall have theretofore called for 
redemption all of the Outstanding Securities, on or before the 30th day 
after the occurrence of a Change in Control, the Company or, at the 
request and expense of the Company on or before the 15th day after such 
occurrence, the Trustee, shall give to all Holders of Securities, in the 
manner provided in Section 1.6, notice (the "Offer to Purchase") of the 
occurrence of the Change of Control and of the repurchase right set forth 
herein arising as a result thereof.  The Company shall also deliver a 
copy of such Offer to Purchase to the Trustee.

     Each notice of a repurchase right shall state:

     (i)     the Repurchase Date,

     (ii)    the date by which the repurchase right must 
be exercised pursuant to Section 14.3(2),

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

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

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

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

     (vii)   the place or places that the Security 
certificate with the Election of Holder to Require Repurchase as 
specified in Section 2.2 shall be delivered, and if the Security is a 
Restricted Securities Certificate the place or places that the Surrender 
Certificate required by Section 14.3(9) shall be delivered.

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

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

     (2)     To exercise a repurchase right, a Holder shall deliver 
to the Trustee on or before the date that is five Business Days prior to 
the Repurchase Date of the Offer to Purchase (i) written notice of the 
Holder's exercise of such right, which notice shall set forth the name of 
the Holder, the principal amount of the Securities to be repurchased 
(and, if any Security is to repurchased in part, the serial number 
thereof, the portion of the principal amount thereof to be repurchased 
and the name of the Person in which the portion thereof to remain 
Outstanding after such repurchase is to be registered) and a statement 
that an election to exercise the repurchase right is being made thereby, 
and, in the event that the Repurchase Price shall be paid in shares of 
Common Stock, the name or names (with addresses) in which the certificate 
or certificates for shares of Common Stock shall be issued, and (ii) the 
Securities with respect to which the repurchase right is being exercised. 
Such written notice shall be irrevocable, except that the right of the 
Holder to convert the Securities with respect to which the repurchase 
right is being exercised shall continue until the close of business on 
the Repurchase Date.

     (3)     In the event a repurchase right shall be exercised in 
accordance with the terms hereof, the Company shall pay or cause to be 
paid to the Trustee the Repurchase Price in cash or shares of Common 
Stock, as provided above, for payment to the Holder on the Repurchase 
Date or, if shares of Common Stock are to be paid, as promptly after the 
Repurchase Date as practicable, together with accrued and unpaid interest 
to the Repurchase Date payable with respect to the Securities as to which 
the repurchase right has been exercised; provided, however, that 
installments of interest that mature on or prior to the Repurchase Date 
shall be payable in cash to the Holders of such Securities, or one or 
more Predecessor Securities, registered as such at the close of business 
on the relevant Regular Record Date.

     (4)     If any Security (or portion thereof) surrendered for 
repurchase shall not be so paid on the Repurchase Date, the principal 
amount of such Security (or portion thereof, as the case may be) shall, 
until paid, bear interest to the extent permitted by applicable law from 
the Repurchase Date at the rate of 7.0% per annum, and each Security 
shall remain convertible into Common Stock until the principal of such 
Security (or portion thereof, as the case may be) shall have been paid or 
duly provided for.

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

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

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

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

     (9)     If shares of Common Stock to be delivered upon 
repurchase of a Security are to be registered in a name other than that 
of the beneficial owner of such Security, then such Holder must deliver 
to the Trustee a Surrender Certificate, dated the date of surrender of 
such Restricted Security and signed by such beneficial owner, as to 
compliance with the restrictions on transfer applicable to such 
Restricted Security. Neither the Trustee nor any Registrar or Transfer 
Agent or other agents shall be required to register in a name other than 
that of the beneficial owner shares of Common Stock issued upon 
repurchase of any such Restricted Security not so accompanied by a 
properly completed Surrender Certificate.

     (10)    All Securities delivered for repurchase shall be 
delivered to the Trustee to be canceled at the direction of the Trustee, 
which shall dispose of the same as provided in Section 3.9.

SECTION 14.4    Certain Definitions

     For purposes of this Article XIV,

     (1)     the term "beneficial owner" shall be determined in 
accordance with Rule 13d-3, as in effect on the date of the original 
execution of this Indenture, promulgated by the Commission pursuant to 
the Exchange Act;

     (2)     a "Change in Control" shall be deemed to have 
occurred at the time, after the original issuance of the Securities, of:

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

     (ii)    any consolidation of the Company with, or 
merger of the Company into, any other Person, any merger of another 
Person into the Company, or any conveyance, sale, transfer or lease of 
all or substantially all of the assets of the Company to another Person 
(other than (a) any such transaction (x) which does not result in any 
reclassification, conversion, exchange or cancellation of outstanding 
shares of capital stock of the Company and (y) pursuant to which the 
holders of the Common Stock immediately prior to such transaction have 
the entitlement to exercise, directly or indirectly, 50% or more of the 
total voting power of all shares of capital stock entitled to vote 
generally in the election of directors of the continuing or surviving 
corporation immediately after such transaction and (b) any merger which 
is effected solely to change the jurisdiction of incorporation of the 
Company and results in a reclassification, conversion or exchange of 
outstanding shares of Common Stock into solely shares of common stock); 

provided, however, that a Change in Control shall not be deemed to have 
occurred if (I) the Closing Sales Price Per Share of the Common Stock for 
any five Trading Days within the period of 10 consecutive Trading Days 
ending immediately after the later of the Change in Control or the public 
announcement of the Change in Control (in the case of a Change in Control 
under clause (i) above) or the period of 10 consecutive Trading Days 
ending immediately before the Change in Control (in the case of a Change 
in Control under clause (ii) above) shall equal or exceed 105% of the 
Conversion Price of the Securities in effect on each such Trading Day, or 
(II) all of the consideration (excluding cash payments for fractional 
shares and cash payments made pursuant to dissenters' appraisal rights) 
in a merger or consolidation constituting a Change of Control consists of 
shares of common stock traded on a national securities exchange or on the 
Nasdaq National Market (or will be so traded or quoted immediately 
following the Change of Control). 

     (3)     the term "Conversion Price" shall equal U.S.$1,000 
divided by the Conversion Rate (rounded to the nearest cent); and

     (4)     for purposes of Section 14.4(2)(i), the term "Person" 
shall include any syndicate or group which would be deemed to be a 
"person" under Section 13(d)(3) of the Exchange Act, as in effect on 
the date of the original execution of this Indenture.

SECTION 14.5    Consolidation, Merger, etc.

     In the case of any merger, consolidation, conveyance, sale, 
transfer or lease of all or substantially all of the assets of the 
Company to which Section 12.11 applies, in which the Common stock of the 
Company is changed or exchanged as a result into the right to receive 
shares of stock and other securities or property or assets (including 
cash) which includes shares of Common Stock of the Company or common 
stock of another Person that are, or upon issuance will be, traded on a 
United States national securities exchange or approved for trading on an 
established automated over-the-counter trading market in the United 
States and such shares constitute at the time such change or exchange 
becomes effective in excess of 50% of the aggregate fair market value of 
such shares of stock and other securities, property and assets (including 
cash) (as determined by the Company, which determination shall be 
conclusive and binding), then the Person formed by such consolidation or 
resulting from such merger or combination or which acquires the 
properties or assets (including cash) of the Company, as the case may be, 
shall execute and deliver to the Trustee a supplemental indenture (which 
shall comply with the Trust Indenture Act as in force at the date of 
execution of such supplemental indenture) modifying the provisions of 
this Indenture relating to the right of Holders to cause the Company to 
repurchase the Securities following a Change in Control, including 
without limitation the applicable provisions of this Article XIV and the 
definitions of the Common Stock and Change in Control, as appropriate, 
and such other related definitions set forth herein as determined in good 
faith by the Company (which determination shall be conclusive and 
binding), to make such provisions apply in the event of a subsequent 
Change in Control to the common stock and the issuer thereof if different 
from the Company and Common Stock of the Company (in lieu of the Company 
and the Common Stock of the Company).

                                 ARTICLE XV      

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

SECTION 15.1    Company to Furnish Trustee Names and Addresses of Holders

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

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

     (2)     at such other times as the Trustee may reasonably 
request in writing, within 30 days after the receipt by the Company of 
any such request, a list of similar form and content as of a date not 
more than 15 days prior to the time such list is furnished; 
provided, however, that no such list need be furnished so long as the 
Trustee is acting as Security Registrar.

SECTION 15.2    Preservation of Information

     (1)     The Trustee shall preserve, in as current a form as is 
reasonably practicable, the names and addresses of Holders contained in 
the most recent list furnished to the Trustee as provided in Section 15.1 
and the names and addresses of Holders received by the Trustee in its 
capacity as Security Registrar. The Trustee may destroy any list, if any, 
furnished to it as provided in Section 15.1 upon receipt of a new list so 
furnished.

     (2)     After this Indenture has been qualified under the Trust 
Indenture Act, the rights of Holders to communicate with other Holders 
with respect to their rights under this Indenture or under the 
Securities, and the corresponding rights, and duties of the Trustee, 
shall be as provided by the Trust Indenture Act.

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

SECTION 15.3    Reserved

SECTION 15.4    Reports by Trustee

     (1)     After this Indenture has been qualified under the Trust 
Indenture Act, the Trustee shall transmit to Holders such reports 
concerning the Trustee and its actions under this Indenture as may be 
required pursuant to the Trust Indenture Act at the times and in the 
manner provided pursuant thereto.

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

SECTION 15.5    Reports by Company

     After this Indenture has been qualified under the Trust Indenture 
Act, the Company shall file with the Trustee and the Commission, and 
transmit to Holders, such information, documents and other reports, and 
such summaries thereof, as may be required pursuant to the Trust 
Indenture Act at the times and in the manner provided pursuant to such 
Act; provided that any such information, documents or reports required to 
be filed with the Commission pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 
days after the same is so required to be filed with the Commission.

                                   ARTICLE XVI     
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 16.1    Indenture and Securities Solely Corporate Obligations

     No recourse for the payment of the principal of or premium, if any, 
or interest on any Security and no recourse under or upon any obligation, 
covenant or agreement of the Company in this Indenture or in any 
supplemental indenture or in any Security, or because of the creation of 
any indebtedness represented thereby, shall be had against any 
incorporator, stockholder, employee, agent, officer, or director or 
subsidiary, as such, past, present or future, of the Company or of any 
successor corporation, whether by virtue of any constitution, statute or 
rule of law, or by the enforcement of any assessment or penalty or 
otherwise; it being expressly understood that all such liability is 
hereby waived and released as a condition of, and as a consideration for, 
the execution of this Indenture and the issue of the Securities.

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

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


EXODUS COMMUNICATIONS, INC.

By:_________________________________
Name: 
Title:



CHASE MANHATTAN BANK AND TRUST 
COMPANY, NATIONAL ASSOCIATION, 
as Trustee

By:_________________________________
Name: 
Title:






                           [Signature Page to Indenture]


<PAGE>



              ANNEX A -- Form of Restricted Securities Certificate


RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to 
Section 3.5(2)(ii) and (iii) of the Indenture)

Chase Manhattan Bank and Trust Company, National Association
101 California Street, Suite 2725,
San Francisco CA 94111.


Re:     5% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2006 OF 
        EXODUS COMMUNICATIONS, INC. (THE "SECURITIES")

Reference is made to the Indenture, dated as of March 1, 1999 (the 
"Indenture"), from Exodus Communications, Inc. (the "Company") to 
Chase Manhattan Bank and Trust Company, National Association, as Trustee. 
Terms used herein and defined in the Indenture or Rule 144 under the U.S. 
Securities Act of 1933 (the "Securities Act") are used herein as so 
defined.

This certificate relates to U.S. $________ principal amount of 
Securities, which are evidenced by the following certificate(s) (the 
"Specified Securities"):

CUSIP No._______________

CERTIFICATE No(s).__________

The person in whose name this certificate is executed below (the 
"Undersigned") hereby certifies that either (i) it is the sole 
beneficial owner of the Specified Securities or (ii) it is acting on 
behalf of all the beneficial owners of the Specified Securities and is 
duly authorized by them to do so. Such beneficial owner or owners are 
referred to herein collectively as the "Owner". If the Specified 
Securities are represented by a Global Security, they are held through 
the Depositary or an Agent Member in the name of the Undersigned, as or 
on behalf of the Owner. If the Specified Securities are not represented 
by a Global Security, they are registered in the name of the Undersigned, 
as or on behalf of the Owner.

The Owner has requested that the Specified Securities be 
transferred to a person (the "Transferee") who will take delivery in 
the form of a Restricted Security. In connection with such transfer, the 
Owner hereby certifies that, unless such transfer is being effected 
pursuant to an effective registration statement under the Securities Act, 
it is being effected in accordance with Rule 144A or Rule 144 under the 
Securities Act and all applicable securities laws of the states of the 
United States and other jurisdictions. Accordingly, the Owner hereby 
further certifies as:

(1)     RULE 144A TRANSFERS.  If the transfer is being effected in 
accordance with Rule 144A:

(A)     the Specified Securities are being transferred to a 
person that the Owner and any person acting on its behalf reasonably 
believe is a "qualified institutional buyer" within the meaning of Rule 
144A, acquiring for its own account or for the account of a qualified 
institutional buyer; and

(B)     the Owner and any person acting on its behalf have 
taken reasonable steps to ensure that the Transferee is aware that the 
Owner may be relying on Rule 144A in connection with the transfer; and

(2)     RULE 144 TRANSFERS.  If the transfer is being effected 
pursuant to Rule 144:

(A)     the transfer is occurring after a holding period of at 
least one year (computed in accordance with paragraph (d) of Rule 144) 
has elapsed since the date the Specified Securities were acquired from 
the Company or from an affiliate (as such term is defined in Rule 144) of 
the Company, whichever is later, and is being effected in accordance with 
the applicable amount, manner of sale and notice requirements of 
paragraphs (e), (f) and (h) of Rule 144; or

(B)     the transfer is occurring after a period of at least 
two years has elapsed since the date the Specified Securities were 
acquired from the Company or from an affiliate (as such term is defined 
in Rule 144) of the Company, whichever is later, and the Owner is not, 
and during the preceding three months has not been, an affiliate of the 
Company.

This certificate and the statements contained herein are made for 
your benefit and the benefit of the Company and the Initial Purchasers.

Dated:  

Print the name of the Undersigned, as such term is defined in the 
second paragraph of this certificate.)

By:                     
Name:                   
Title:                          

(If the Undersigned is a corporation, partnership or fiduciary, the 
title of the person signing on behalf of the Undersigned must be stated.)


<PAGE>


              ANNEX B -- Form of Unrestricted Securities Certificate


                       UNRESTRICTED SECURITIES CERTIFICATE

   (For removal of Restricted Securities Legend pursuant to Section 3.5(3))

Chase Manhattan Bank and Trust Company, National Association
101 California Street, Suite 2725,
San Francisco, CA 94111.


RE:     5% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 
        2006 OF EXODUS COMMUNICATIONS, INC. (THE 
        "SECURITIES")

Reference is made to the Indenture, dated as of March 
1, 1999 (the "Indenture"), from Exodus Communications, Inc. (the 
"Company") to Chase Manhattan Bank and Trust Company, National 
Association, as Trustee.  Terms used herein and defined in the Indenture 
or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities 
Act") are used herein as so defined.

This certificate relates to U.S.$_______________ 
principal amount of Securities, which are evidenced by the following 
certificate(s) (the "Specified Securities"):

CUSIP No._______________

CERTIFICATE No(s).__________

The person in whose name this certificate is executed 
below (the "Undersigned") hereby certifies that either (i) it is the 
sole beneficial owner of the Specified Securities or (ii) it is acting on 
behalf of all the beneficial owners of the Specified Securities and is 
duly authorized by them to do so. Such beneficial owner or owners are 
referred to herein collectively as the "Owner". If the Specified 
Securities are represented by a Global Security, they are held through 
the Depositary or an Agent Member in the name of the Undersigned, as or 
on behalf of the Owner.  If the Specified Securities are not represented 
by a Global Security, they are registered in the name of the Undersigned, 
as or on behalf of the Owner.

The Owner has requested that the Specified Securities 
be exchanged for Securities bearing no Restricted Securities Legend 
pursuant to Section 3.5(3) of the Indenture. In connection with such 
exchange, the Owner hereby certifies that the exchange is occurring after 
a period of at least two years has elapsed since the date the Specified 
Securities were acquired from the Company or from an "affiliate" (as 
such term is defined in Rule 144) of the Company, whichever is later, and 
the Owner is not, and during the preceding three months has not been, an 
affiliate of the Company.  The Owner also acknowledges that any future 
transfers of the Specified Securities must comply with all applicable 
securities laws of the states of the United States and other 
jurisdictions.

This certificate and the statements contained herein 
are made for your benefit and the benefit of the Company and the Initial 
Purchasers.


Dated:  

(Print the name of the Undersigned, as such term is defined in the 
second paragraph of this certificate.)


By:                     
Name:                   
Title:                          

(If the Undersigned is a corporation, partnership or fiduciary, the 
title of the person signing on behalf of the Undersigned must be stated.)

<PAGE>


                  ANNEX C -- Form of Surrender Certificate


In connection with the certification contemplated by 
Section 12.2 or 14.3(9) relating to compliance with certain restrictions 
relating to transfers of Restricted Securities, such certification shall 
be provided substantially in the form of the following certificate, with 
only such changes thereto as shall be approved by the Company and 
Goldman, Sachs & Co.:

                               CERTIFICATE

                         EXODUS COMMUNICATIONS, INC.

                  5% CONVERTIBLE NOTES DUE MARCH 15, 2006

This is to certify that as of the date hereof with 
respect to U.S. $______ principal amount of the above-captioned 
securities surrendered on the date hereof (the "Surrendered 
Securities") for registration of transfer, or for conversion or 
repurchase where the securities issuable upon such conversion or 
repurchase are to be registered in a name other than that of the 
undersigned Holder (each such transaction being a "transfer"), the 
undersigned Holder (as defined in the Indenture) certifies that the 
transfer of Surrendered Securities associated with such transfer complies 
with the restrictive legend set forth on the face of the Surrendered 
Securities for the reason checked below:

The transfer of the Surrendered Securities complies 
with Rule 144 under the United States Securities Act of 1933, 
as amended (the "Securities Act"); or

The transfer of the Surrendered Securities complies 
with Rule 144A under the Securities Act; or

The transfer of the Surrendered Securities has been 
made to an institution that is an "accredited investor" 
within the meaning of Rule 501(a)(1), (2), (3) or (7) under 
the Securities Act in a transaction exempt from the 
registration requirements of the Securities Act.

[Name of Holder]

Dated:                          
*To be dated the date of surrender