<PAGE>

                                                                     EXHIBIT 4.7

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

                               EMULEX CORPORATION

           0.25% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2023

                          _____________________________

                                    INDENTURE

                          DATED AS OF DECEMBER 12, 2003

                          _____________________________

                         U.S. BANK NATIONAL ASSOCIATION,

                                   AS TRUSTEE

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
ARTICLE 1             DEFINITIONS AND INCORPORATION BY REFERENCE................................................         1

         SECTION 1.1.               DEFINITIONS.................................................................         1

         SECTION 1.2.               OTHER DEFINITIONS...........................................................         8

         SECTION 1.3.               TRUST INDENTURE ACT PROVISIONS..............................................         9

         SECTION 1.4.               RULES OF CONSTRUCTION.......................................................         9

ARTICLE 2             THE SECURITIES............................................................................        10

         SECTION 2.1.               FORM AND DATING.............................................................        10

         SECTION 2.2.               EXECUTION AND AUTHENTICATION................................................        11

         SECTION 2.3.               REGISTRAR, PAYING AGENT AND CONVERSION AGENT................................        12

         SECTION 2.4.               PAYING AGENT TO HOLD MONEY IN TRUST.........................................        13

         SECTION 2.5.               SECURITYHOLDER LISTS........................................................        13

         SECTION 2.6.               TRANSFER AND EXCHANGE.......................................................        13

         SECTION 2.7.               REPLACEMENT SECURITIES......................................................        14

         SECTION 2.8.               OUTSTANDING SECURITIES......................................................        15

         SECTION 2.9.               TREASURY SECURITIES.........................................................        16

         SECTION 2.10.              TEMPORARY SECURITIES........................................................        16

         SECTION 2.11.              CANCELLATION................................................................        16

         SECTION 2.12.              LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.......................        16

         SECTION 2.13.              CUSIP NUMBERS...............................................................        19

ARTICLE 3             REDEMPTION, PURCHASE AND REPURCHASE.......................................................        19

         SECTION 3.1.               RIGHT TO REDEEM; NOTICE TO TRUSTEE..........................................        19

         SECTION 3.2.               SELECTION OF SECURITIES TO BE REDEEMED......................................        20

         SECTION 3.3.               NOTICE OF REDEMPTION........................................................        20

         SECTION 3.4.               EFFECT OF NOTICE OF REDEMPTION..............................................        21

         SECTION 3.5.               DEPOSIT OF REDEMPTION PRICE.................................................        22

         SECTION 3.6.               SECURITIES REDEEMED IN PART.................................................        22
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
         SECTION 3.7.               CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION...............................        22

         SECTION 3.8.               REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN
                                    CONTROL.....................................................................        23

         SECTION 3.9.               EFFECT OF CHANGE IN CONTROL REPURCHASE NOTICE...............................        26

         SECTION 3.10.              DEPOSIT OF CHANGE IN CONTROL REPURCHASE PRICE...............................        27

         SECTION 3.11.              REPAYMENT TO THE COMPANY....................................................        27

         SECTION 3.12.              PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIED DATES...........        27

         SECTION 3.13.              SECURITIES PURCHASED IN PART................................................        31

         SECTION 3.14.              COMPLIANCE WITH SECURITIES LAWS UPON REPURCHASE OF SECURITIES...............        31

ARTICLE 4             CONVERSION................................................................................        31

         SECTION 4.1.               CONVERSION PRIVILEGE AND CONVERSION RATE....................................        31

         SECTION 4.2.               CONVERSION PROCEDURE........................................................        34

         SECTION 4.3.               FRACTIONAL SHARES...........................................................        36

         SECTION 4.4.               TAXES ON CONVERSION.........................................................        36

         SECTION 4.5.               COMPANY TO PROVIDE STOCK....................................................        36

         SECTION 4.6.               ADJUSTMENT OF CONVERSION RATE...............................................        36

         SECTION 4.7.               NO ADJUSTMENT...............................................................        42

         SECTION 4.8.               ADJUSTMENT FOR TAX PURPOSES.................................................        42

         SECTION 4.9.               NOTICE OF ADJUSTMENT........................................................        42

         SECTION 4.10.              NOTICE OF CERTAIN TRANSACTIONS..............................................        43

         SECTION 4.11.              EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
                                    CONVERSION PRIVILEGE........................................................        43

         SECTION 4.12.              TRUSTEE'S DISCLAIMER........................................................        44

ARTICLE 5             SUBORDINATION.............................................................................        44

         SECTION 5.1.               AGREEMENT OF SUBORDINATION. ................................................        44
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
         SECTION 5.2.               PAYMENTS TO HOLDERS. .......................................................        45

         SECTION 5.3.               SUBROGATION OF SECURITIES. .................................................        47

         SECTION 5.4.               AUTHORIZATION TO EFFECT SUBORDINATION. .....................................        48

         SECTION 5.5.               NOTICE TO TRUSTEE. .........................................................        49

         SECTION 5.6.               TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. .................................        49

         SECTION 5.7.               NO IMPAIRMENT OF SUBORDINATION. ............................................        50

         SECTION 5.8.               CERTAIN CONVERSIONS DEEMED PAYMENT. ........................................        50

         SECTION 5.9.               ARTICLE APPLICABLE TO PAYING AGENTS. .......................................        50

         SECTION 5.10.              SENIOR INDEBTEDNESS ENTITLED TO RELY. ......................................        51

ARTICLE 6             COVENANTS.................................................................................        51

         SECTION 6.1.               PAYMENT OF SECURITIES.......................................................        51

         SECTION 6.2.               SEC REPORTS.................................................................        51

         SECTION 6.3.               COMPLIANCE CERTIFICATES.....................................................        52

         SECTION 6.4.               FURTHER INSTRUMENTS AND ACTS................................................        52

         SECTION 6.5.               MAINTENANCE OF CORPORATE EXISTENCE..........................................        52

         SECTION 6.6.               RULE 144A INFORMATION REQUIREMENT...........................................        52

         SECTION 6.7.               STAY, EXTENSION AND USURY LAWS..............................................        52

         SECTION 6.8.               PAYMENT OF LIQUIDATED DAMAGES...............................................        53

ARTICLE 7             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................................        53

         SECTION 7.1.               COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS........................        53

         SECTION 7.2.               SUCCESSOR SUBSTITUTED.......................................................        54

ARTICLE 8             DEFAULT AND REMEDIES......................................................................        54

         SECTION 8.1.               EVENTS OF DEFAULT...........................................................        54

         SECTION 8.2.               ACCELERATION................................................................        56

         SECTION 8.3.               OTHER REMEDIES..............................................................        57

         SECTION 8.4.               WAIVER OF DEFAULTS AND EVENTS OF DEFAULT....................................        57
</TABLE>

                                      iii

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
         SECTION 8.5.               CONTROL BY MAJORITY.........................................................        57

         SECTION 8.6.               LIMITATIONS ON SUITS........................................................        57

         SECTION 8.7.               RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.........................        58

         SECTION 8.8.               COLLECTION SUIT BY TRUSTEE..................................................        58

         SECTION 8.9.               TRUSTEE MAY FILE PROOFS OF CLAIM............................................        58

         SECTION 8.10.              PRIORITIES..................................................................        59

         SECTION 8.11.              UNDERTAKING FOR COSTS.......................................................        59

ARTICLE 9             TRUSTEE...................................................................................        59

         SECTION 9.1.               DUTIES OF TRUSTEE...........................................................        59

         SECTION 9.2.               RIGHTS OF TRUSTEE...........................................................        60

         SECTION 9.3.               INDIVIDUAL RIGHTS OF TRUSTEE................................................        61

         SECTION 9.4.               TRUSTEE'S DISCLAIMER........................................................        62

         SECTION 9.5.               NOTICE OF DEFAULT OR EVENTS OF DEFAULT......................................        62

         SECTION 9.6.               REPORTS BY TRUSTEE TO HOLDERS...............................................        62

         SECTION 9.7.               COMPENSATION AND INDEMNITY..................................................        62

         SECTION 9.8.               REPLACEMENT OF TRUSTEE......................................................        63

         SECTION 9.9.               SUCCESSOR TRUSTEE BY MERGER, ETC............................................        64

         SECTION 9.10.              ELIGIBILITY; DISQUALIFICATION...............................................        64

         SECTION 9.11.              PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...........................        64

ARTICLE 10            SATISFACTION AND DISCHARGE OF INDENTURE...................................................        64

         SECTION 10.1.              SATISFACTION AND DISCHARGE OF INDENTURE.....................................        64

         SECTION 10.2.              APPLICATION OF TRUST MONEY..................................................        66

         SECTION 10.3.              REPAYMENT TO COMPANY........................................................        66

         SECTION 10.4.              REINSTATEMENT...............................................................        66

ARTICLE 11            AMENDMENTS, SUPPLEMENTS AND WAIVERS.......................................................        66

         SECTION 11.1.              WITHOUT CONSENT OF HOLDERS..................................................        66

         SECTION 11.2.              WITH CONSENT OF HOLDERS.....................................................        67
</TABLE>

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
         SECTION 11.3.              COMPLIANCE WITH TRUST INDENTURE ACT.........................................        68

         SECTION 11.4.              REVOCATION AND EFFECT OF CONSENTS...........................................        68

         SECTION 11.5.              NOTATION ON OR EXCHANGE OF SECURITIES.......................................        69

         SECTION 11.6.              TRUSTEE TO SIGN AMENDMENTS, ETC.............................................        69

         SECTION 11.7.              EFFECT OF SUPPLEMENTAL INDENTURES...........................................        69

ARTICLE 12            MISCELLANEOUS.............................................................................        69

         SECTION 12.1.              TRUST INDENTURE ACT CONTROLS................................................        69

         SECTION 12.2.              NOTICES.....................................................................        69

         SECTION 12.3.              COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS................................        70

         SECTION 12.4.              CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT..........................        70

         SECTION 12.5.              RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS..........................        71

         SECTION 12.6.              RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT..............        71

         SECTION 12.7.              LEGAL HOLIDAYS..............................................................        72

         SECTION 12.8.              GOVERNING LAW...............................................................        72

         SECTION 12.9.              NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...............................        72

         SECTION 12.10.             NO RECOURSE AGAINST OTHERS..................................................        72

         SECTION 12.11.             SUCCESSORS..................................................................        72

         SECTION 12.12.             MULTIPLE COUNTERPARTS.......................................................        72

         SECTION 12.13.             SEPARABILITY................................................................        72

         SECTION 12.14.             TABLE OF CONTENTS, HEADINGS, ETC............................................        72
</TABLE>

                                       v

<PAGE>

         THIS INDENTURE dated as of December 12, 2003 is between Emulex
Corporation, a corporation duly organized under the laws of the State of
Delaware (the "Company"), and U.S. Bank National Association, a national banking
association organized and existing under the laws of the United States, as
Trustee (the "Trustee").

         In consideration of the purchase of the Securities by the Holders
thereof, both parties agree as follows for the benefit of the other and for the
equal and ratable benefit of the Holders of the Company's 0.25% Convertible
Subordinated Notes due December 15, 2023.

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1. DEFINITIONS.

         "Affiliate" means, with respect to any specified person, 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 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" means any Registrar, Paying Agent or Conversion Agent.

         "Applicable Procedures" means, with respect to any of beneficial
ownership interests in a Global Security, the rules and procedures of the
Depositary, in each case to the extent applicable to such transfer or exchange.

         "Board of Directors" means either the board of directors of the Company
or any committee of the Board of Directors authorized to act for it with respect
to this Indenture.

         "Business Day" means each day that is not a Legal Holiday.

         "Capital Stock" or "capital stock" of any Person means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
but excluding any debt securities convertible into such equity.

         "Cash" or "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
the schedule called for by footnotes 1, 3 and 4 thereof.

         "Common Stock" means the common stock of the Company, $0.10 par value
per share, as it exists on the date of this Indenture and any shares of any
class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or

                                       1
<PAGE>

involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable on conversion of Securities shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such successor Company.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered
which office at the date of the execution of this Indenture is located at 633
West Fifth Street, 24th Floor, LM-CA-T24T, Los Angeles, CA 90071; Attention:
Corporate Trust Services (Emulex Corporation -- 0.25% Convertible Subordinated
Notes due December 15, 2023) or at any other time at such other address as the
Trustee may designate from time to time by notice to the Company.

         "Default" or "default" means, when used with respect to the Securities,
any event which is or, after notice or passage of time or both, would be an
Event of Default.

         "Designated Senior Indebtedness" means any particular Senior
Indebtedness of the Company which, at the time of determination, has an
aggregate principal amount outstanding of at least $20,000,0000 and for which
the instrument creating or evidencing the same or the assumption or guarantee
thereof (or any related agreements or documents to which the Company is a party)
expressly provides that such Senior Indebtedness shall be "Designated Senior
Indebtedness" 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
Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

         "Final Maturity Date" means December 15, 2023.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) the
statements and pronouncements of the Financial Accounting Standards Board, (3)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (4) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in registration statements filed

                                       2
<PAGE>

under the Securities Act and periodic reports required to be filed pursuant to
Section 13 of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of
the SEC.

         "Global Security" means a permanent global security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

         "Holder" or "Securityholder" means the person in whose name a Security
is registered on the Primary Registrar's books.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of such
Person in respect of overdrafts) or for the deferred purchase price of property
or services, excluding any trade payables and other accrued current liabilities
incurred in the ordinary course of business, but including, without limitation,
all obligations (contingent or otherwise) of such Person in connection with any
letters of credit and acceptances issued under letter of credit facilities,
acceptance facilities or other similar facilities; (b) all obligations of such
Person evidenced by bonds, credit or loan agreements, notes, debentures or other
similar instruments; (c) all indebtedness of such Person created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even if the rights and remedies of the seller
or lender under such agreement in the event of default are limited to
repossession or sale of such property) but excluding trade payables arising in
the ordinary course of business; (d) all obligations and liabilities (contingent
or otherwise) of such Person (i) in respect of leases of such Person required,
in conformity with GAAP, to be accounted for as capitalized lease obligations on
the balance sheet of such Person, or (ii) under any lease or related document
(including a purchase agreement) in connection with the lease of real property
or improvements thereon which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property or
pay an agreed upon residual value of the leased property to the lessor and the
obligations of such Person under the lease or related document to purchase or to
cause a third party to purchase the leased property whether or not such lease
transaction is characterized as an operating lease or a capitalized lease in
accordance with GAAP, including, without limitation, all synthetic lease
obligations; (e) all obligations of such Person under or in respect of interest
rate agreements, currency agreements or other swap, cap, floor or collar
agreements, hedge agreements, forward contracts or other similar instruments or
agreements or foreign currency hedge, exchange or purchase or similar
instruments or agreements; (f) all indebtedness referred to in (but not excluded
from) the preceding clauses (a) through (e) of other Persons and all dividends
of other Persons, the payment of which is secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be secured
by) any lien or with respect to property, including, without limitation,
accounts and contract rights, owned by such Person, even though such Person has
not assumed or become liable for the payment of such indebtedness (the amount of
such obligation being deemed to be the lesser of the value of such property or
asset or the amount of the obligation so secured); (g) all guarantees by such
Person of indebtedness referred to in this definition or of any other Person;
(h) all Redeemable Capital Stock of such Person valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus

                                       3
<PAGE>

accrued and unpaid dividends; (i) the present value of the obligation of such
Person as lessee for net rental payments (excluding all amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments,
water, utilities and similar charges to the extent included in such rental
payments) during the remaining term of the lease included in any such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended (the present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with accounting principles
generally accepted in the United States); and (j) any and all refinancings,
replacements, deferrals, renewals, extensions and refundings of or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kind described in the clauses (a) through (i) above.

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

         "Initial Purchasers" means each of Credit Suisse First Boston
Corporation and Deutsche Bank Securities Inc.

         "Interest Payment Date" means June 15 and December 15 of each year.

         "Liquidated Damages" has the meaning specified in the Registration
Rights Agreement. All references herein to interest accrued or payable as of any
date shall include any Liquidated Damages accrued or payable as of such date as
provided in the Registration Rights Agreement.

         "Non-Payment Default" means any default or event of default with
respect to any Designated Senior Indebtedness other than any Payment Default
pursuant to which the maturity thereof may be accelerated.

         "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Controller, the Secretary, any
Assistant Controller or any Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

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

         "Payment Default" means a default in payment, whether at scheduled
maturity, upon scheduled installment, by acceleration or otherwise, of principal
on, or premium, if any, or interest on Designated Senior Indebtedness beyond any
applicable grace period.

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

                                       4
<PAGE>

         "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

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

         "Redemption Date" or "redemption date" when used with respect to any
Security to be redeemed, means the date fixed by the Company for such redemption
pursuant to this Indenture, as set forth in the form of Security annexed as
Exhibit A hereto.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated, as of December 12, 2003, by and among the Company and the Initial
Purchasers.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the May 31 or November 30, as the case may be, next preceding such
Interest Payment Date.

         "Regulation S" means Regulation S under the Securities Act or any
successor for such Rule.

         "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.

         "Restricted Global Security" means a Global Security that is a
Restricted Security.

         "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

         "Rule 144" means Rule 144 under the Securities Act or any successor to
such Rule.

         "Rule 144A" means Rule 144A under the Securities Act or any successor
to such Rule.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the 0.25% Convertible Subordinated Notes due
December 15, 2023 or any of them (each, a "Security"), as amended or
supplemented from time to time, that are issued under this Indenture.

                                       5
<PAGE>

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

         "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

         "Senior Indebtedness" means: (a) the principle of and premium, if any,
and interest on, and fees, costs, enforcement expenses, collateral protection
expenses and other reimbursement or indemnity obligations in respect of all of
the Company's Indebtedness or obligations to any Person for money borrowed that
is evidenced by a note, bond, debenture, loan agreement, or similar instrument
or agreement outstanding on the date of this Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Company, including
default interest and interest accruing after a bankruptcy, unless, in the case
of any particular Indebtedness, the instrument creating or evidencing the same
or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right or payment to the Securities; (b)
commitment or standby fees due and payable to lending institutions with respect
to credit facilities available to the Company; (c) all of the Company's
noncontingent obligations (1) for the reimbursement of any obligor on any letter
of credit, banker's acceptance or similar credit transaction, (2) under interest
rate swaps, caps, collars, options and similar arrangements, and (3) under any
foreign exchange contract, currency swap agreement, futures contract, currency
option contract or other foreign currency hedge; (d) all of the Company's
obligations under leases for real estate, facilities, equipment or related
assets, whether or not capitalized (including, without limitation, synthetic
leases), entered into or leased for financing purposes; (e) any liabilities of
others described in the preceding clauses that the Company has guaranteed or
which are otherwise the Company's legal liability; and (f) renewals, extensions,
refundings, refinancings, restructurings, amendments and modifications of any
such Indebtedness or guarantee. Notwithstanding the foregoing, the term "Senior
Indebtedness" shall not include: (a) Indebtedness evidenced by the Company's
existing 1.75% convertible subordinated notes due 2007; (b) Indebtedness or
other obligations of the Company that by its terms ranks equal or junior in
right of payment to the Securities; (c) Indebtedness evidenced by the
Securities; (d) Indebtedness of the Company that by operation of law is
subordinate to any general unsecured obligations of the Company; (e) accounts
payable or other liabilities owed or owing by the Company to trade creditors,
including guarantees thereof or instruments evidencing such liabilities; (f)
amounts owed by the Company for compensation to employees or for services
rendered to the Company; (g) Indebtedness of the Company to any Subsidiary or
any other Affiliate of the Company or any of such Affiliate's Subsidiaries; (h)
Capital Stock of the Company; (i) Indebtedness evidenced by any guarantee of any
Indebtedness ranking equal or junior in right of payment to the Securities; and
(j) Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11 of the United States Code, is without recourse to
the Company. If any payment made to any holder of any Senior Indebtedness or its
Representative with respect to such Senior Indebtedness is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the reinstated
Indebtedness of the Company arising as a result of such rescission or return
shall constitute Senior Indebtedness effective as of the date of such rescission
or return.

                                       6
<PAGE>

         "Significant Subsidiary" means, in respect of 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.

         "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person; (ii) such Person and one or more Subsidiaries of such Person;
or (iii) one or more Subsidiaries of such Person.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder as in effect on the date of this Indenture, except as
provided in Section 11.3, and except to the extent any amendment to the Trust
Indenture Act expressly provides for application of the Trust Indenture Act as
in effect on another date.

         "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.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
this Indenture, and thereafter means the successor.

         "Trust Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

         "Unrestricted Certificated Security" means a Certificated Security that
is not a Restricted Security.

         "Unrestricted Global Security" means a Global Security that is not a
Restricted Security.

         "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."

         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

                                       7
<PAGE>

         SECTION 1.2. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                TERM                                                        DEFINED IN SECTION
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                         <C>
"Agent Members"...........................................................................................        2.1(b)
"Bankruptcy Law"..........................................................................................        8.1
"Change in Control".......................................................................................        3.8(a)
"Change in Control Repurchase Date".......................................................................        3.8(a)
"Change in Control Repurchase Notice".....................................................................        3.8(c)
"Change in Control Repurchase Price"......................................................................        3.8(a)
"Closing Price"...........................................................................................        4.6(f)
"Company Order"...........................................................................................        2.2
"Company Put Right Notice"................................................................................        3.12(b)
"Conversion Agent"........................................................................................        2.3
"Conversion Date".........................................................................................        4.2
"Conversion Price"........................................................................................        4.1(b)
"Conversion Rate".........................................................................................        4.1(b)
"Conversion Value"........................................................................................        4.1(a)
"Current Market Price"....................................................................................        4.6(f)
"Custodian"...............................................................................................        8.1
"DTC".....................................................................................................        2.1(a)
"Depositary"..............................................................................................        2.1(a)
"Determination Date"......................................................................................        4.6(d)
"Distribution Notice".....................................................................................        4.1(a)
"Event of Default"........................................................................................        8.1
"Exchange Act"............................................................................................        3.8(a)
"Expiration Date".........................................................................................        4.6(e)
"Expiration Time".........................................................................................        4.6(e)
"Instrument"..............................................................................................        8.1(6)
"Legal Holiday"...........................................................................................        12.7
"Legend"..................................................................................................        2.12(a)
"Merger Notice"...........................................................................................        4.1(a)
"Notice of Default".......................................................................................        8.1
"Paying Agent"............................................................................................        2.3
"Payment Blockage Notice".................................................................................        5.2
"Primary Registrar".......................................................................................        2.3
"Purchase Agreement"......................................................................................        2.1
"Purchased Shares"........................................................................................        4.6(e)
"Put Right Purchase Date".................................................................................        3.12(a)
"Put Right Purchase Notice"...............................................................................        3.12(a)
"Put Right Purchase Price"................................................................................        3.12(c)
"QIB".....................................................................................................        2.1(a)
"Redemption Notice".......................................................................................        3.1
"Redemption Price"........................................................................................        3.1
"Registrar"...............................................................................................        2.3
"Rights"..................................................................................................        4.6(c)
"Rights Plan".............................................................................................        4.6(c)
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                                                                                                         <C>
"Spinoff Valuation Period"................................................................................        4.6(c)
"Trading Price"...........................................................................................        4.1(a)
"Trigger Event"...........................................................................................        4.6(c)
</TABLE>

         SECTION 1.3. TRUST INDENTURE ACT PROVISIONS.

         Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture. The
Indenture shall also include those provisions of the TIA required to be included
herein by the provisions of the Trust Indenture Reform Act of 1990. The
following TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Securityholder;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and
"obligor" on the indenture securities means the Company or any other obligor on
the Securities.

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

         SECTION 1.4. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

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

                  (D)      provisions apply to successive events and
transactions;

                  (E)      the term "merger" includes a statutory share exchange
and the term "merged" has a correlative meaning;

                  (F)      the masculine gender includes the feminine and the
neuter;

                  (G)      references to agreements and other instruments
include subsequent amendments thereto; and

                                       9
<PAGE>


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

                                   ARTICLE 2
                                 THE SECURITIES

         SECTION 2.1. FORM AND DATING.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. The Company shall provide any such notations, legends or endorsements to
the Trustee in writing. Each Security shall be dated the date of its
authentication. The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated December 9, 2003 (the "Purchase
Agreement"), by and among the Company and the Initial Purchasers, in
transactions exempt from, or not subject to, the registration requirements of
the Securities Act.

         (a)      Restricted Global Securities. All of the Securities are
initially being offered and sold to qualified institutional buyers as defined in
Rule 144A (collectively, "QIBs" or individually, each a "QIB") in reliance on
Rule 144A under the Securities Act and shall be issued initially in the form of
one or more Restricted Global Securities, which shall be deposited on behalf of
the purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its nominee,
Cede & Co., for the accounts of participants in the Depositary duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Restricted Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Securities Custodian as hereinafter provided, subject in each case to compliance
with the Applicable Procedures.

         (b)      Global Securities In General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect replacements, exchanges, repurchases,
redemptions, purchases or conversions of such Securities. Any adjustment of the
aggregate principal amount of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Trustee in accordance with instructions given by the Holder
thereof as required by Section 2.12 hereof and shall be made on the records of
the Trustee and the Depositary.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the

                                       10
<PAGE>

foregoing, nothing herein shall (A) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or (B)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

         (c)      Book Entry Provisions. The Company shall execute and the
Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name
of the Depositary or its nominee, (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions and (iii) shall bear
legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO EMULEX CORPORATION (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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS 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."

         SECTION 2.2. EXECUTION AND AUTHENTICATION.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $450,000,000 (or up to
$517,500,000 if the initial purchasers' option to purchase additional notes is
exercised in full), except as provided in Sections 2.6 and 2.7.

         An Officer shall sign the Securities for the Company by manual or
facsimile signature attested by the manual or facsimile signature of the
Secretary or an Assistant Secretary of the Company. Typographic and other minor
errors or defects in any such facsimile signature shall

                                       11
<PAGE>

not affect the validity or enforceability of any Security which has been
authenticated and delivered by the Trustee.

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

         A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

         The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$450,000,000 (or up to $517,500,000 if the initial purchasers' option to
purchase additional notes is exercised in full) upon receipt of a written order
or orders of the Company signed by two Officers of the Company (a "Company
Order"). The Company Order shall specify the amount of Securities to be
authenticated, shall provide that all such Securities will be represented by a
Restricted Global Security and the date on which each original issue of
Securities is to be authenticated.

         The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

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

         SECTION 2.3. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange (each,
a "Registrar"), one or more offices or agencies where Securities may be
presented for payment (each, a "Paying Agent"), one or more offices or agencies
where Securities may be presented for conversion (each, a "Conversion Agent")
and one or more offices or agencies where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
Company will at all times maintain a Paying Agent, Conversion Agent, Registrar
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served in the Borough of
Manhattan, The City of New York. One of the Registrars (the "Primary Registrar")
shall keep a register of the Securities and of their transfer and exchange.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or
agent for service of notices and demands in any place required by this
Indenture, or fails to give the foregoing notice, the Trustee shall act as such.
The Company or

                                       12
<PAGE>

any Affiliate of the Company may act as Paying Agent (except for the purposes of
Section 6.1 and Article 10).

         The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Custodian (as defined in Section 8.1) 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 (which shall initially
be U.S. Bank Trust National Association, an Affiliate of the Trustee, as agent
of the Trustee located at Mail Station: EX-NY-WALL, 100 Wall Street, Suite 1600,
New York, New York 10005, Attention: Corporate Trust Services (Emulex
Corporation - 0.25% Convertible Subordinated Notes due December 15, 2023)), one
such office or agency of the Company for each of the aforesaid purposes.

         SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST.

         Prior to 11:00 a.m., New York City time, on each due date of the
principal of, or interest on, any Securities, the Company shall deposit with a
Paying Agent a sum sufficient to pay such principal or interest, so becoming
due. Subject to Section 10.2, a Paying Agent shall hold in trust for the benefit
of Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall notify the
Trustee of any default by the Company (or any other obligor on the Securities)
in making any such payment. If the Company or an Affiliate of the Company acts
as Paying Agent, it shall, before 11:00 a.m., New York City time, on each due
date of the principal of, or interest on, any Securities, segregate the money
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee, and the Trustee may at
any time during the continuance of any default, upon written request to a Paying
Agent, require such Paying Agent to pay forthwith to the Trustee all sums so
held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than
the Company) shall have no further liability for the money.

         SECTION 2.5. SECURITYHOLDER LISTS.

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

         SECTION 2.6. TRANSFER AND EXCHANGE.

         (a)      Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Security is presented to a
Registrar with a request to register a transfer thereof or to exchange such
Security for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested; provided, however, that every Security presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by an
assignment form and, if applicable, a transfer certificate each in the form
included in Exhibit A, and in form satisfactory to the Registrar duly executed
by the Holder thereof or its attorney duly authorized in writing.

                                       13
<PAGE>

To permit registration of transfers and exchanges, upon surrender of any
Security for registration of transfer or exchange at an office or agency
maintained pursuant to Section 2.3, the Company shall execute and the Trustee
shall authenticate Securities of a like aggregate principal amount at the
Registrar's request. Any exchange or transfer shall be without charge, except
that the Company or the Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto, and provided that this sentence shall not apply to any exchange
pursuant to Section 2.10, 2.12(a), 3.6, 3.13, 4.2 (second to last paragraph) or
11.5.

         Neither the Company, any Registrar nor the Trustee shall be required to
exchange or register a transfer of (i) any Securities for a period of 15 days
next preceding mailing of a notice of Securities to be redeemed, (ii) any
Securities or portions thereof selected or called for redemption (except in the
case of redemption of a Security in part, the portion thereof not to be
redeemed) or (iii) any Securities or portions thereof in respect of which a Put
Right Purchase Notice or Change in Control Repurchase Notice has been delivered
and not withdrawn by the Holder thereof (except, in the case of the purchase of
a Security in part, the portion thereof not to be purchased).

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

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

         (c)      Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members or other
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

         SECTION 2.7. REPLACEMENT SECURITIES.

         If any mutilated Security is surrendered to the Company, a Registrar or
the Trustee, or the Company, a Registrar and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company, the applicable Registrar and the Trustee such
security or indemnity as will be required by them to save each of them harmless,
then, in the absence of notice to the Company, such Registrar or the Trustee
that such

                                       14
<PAGE>

Security has been acquired by a bona fide purchaser, the Company shall execute,
and upon its written request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and principal amount, bearing a
number not contemporaneously outstanding.

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

         Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

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

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

         SECTION 2.8. OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee, except for those canceled by it, those converted pursuant to
Article 4, those delivered to it for cancellation or surrendered for transfer or
exchange and those described in this Section 2.8 as not outstanding.

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

         If a Paying Agent (other than the Company or an Affiliate of the
Company) holds in respect of the outstanding Securities on a Redemption Date, a
Change in Control Repurchase Date, Put Right Purchase Date or the Final Maturity
Date money sufficient to pay the principal of and accrued interest on Securities
(or portions thereof) payable on that date, then on and after such Redemption
Date, Change in Control Repurchase Date, Put Right Purchase Date or the Final
Maturity Date, as the case may be, such Securities (or portions thereof, as the
case may be) shall cease to be outstanding and interest on them shall cease to
accrue; provided, that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision thereof
satisfactory to the Trustee has been made.

         Subject to the restrictions contained in Section 2.9, a Security does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.

                                       15
<PAGE>

         SECTION 2.9. TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee is
not the Company or any other obligor on the Securities or any Affiliate of the
Company or of such other obligor.

         SECTION 2.10. TEMPORARY SECURITIES.

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

         SECTION 2.11. CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, redemption, repurchase, purchase, payment or conversion. The
Trustee and no one else shall cancel, in accordance with its standard
procedures, all Securities surrendered for transfer, exchange, redemption,
repurchase, purchase, payment, conversion or cancellation and shall deliver the
canceled Securities to the Company. All Securities which are redeemed,
repurchased or purchased by the Company pursuant to Article 3 shall be delivered
to the Trustee for cancellation, and the Company may not hold or resell such
Securities or issue any new Securities to replace any such Securities or any
Securities that any Holder has converted pursuant to Article 4.

         SECTION 2.12. LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

         (a)      If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the forms of Securities attached hereto as Exhibit A
(collectively, the "Legend"), or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Company and
the Registrar such satisfactory evidence, which shall include an opinion of
counsel if requested by the Company or such Registrar, as may be reasonably
required by the Company and the Registrar, that neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities

                                       16
<PAGE>

Act or that such Securities are not "restricted" within the meaning of Rule 144
under the Securities Act; provided that no such evidence need be supplied in
connection with the sale of such Security pursuant to a registration statement
that is effective at the time of such sale. Upon (i) provision of such
satisfactory evidence if requested, or (ii) notification by the Company to the
Trustee and Registrar of the sale of such Security pursuant to a registration
statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and deliver a Security that
does not bear the Legend. If the Legend is removed from the face of a Security
and the Security is subsequently held by an Affiliate of the Company, the Legend
shall be reinstated.

         (b)      A Global Security may not be transferred, in whole or in part,
to any Person other than the Depositary or a nominee or any successor thereof,
and no such transfer to any such other Person may be registered; provided that
the foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

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

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

                                       17
<PAGE>

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

         (f)      The provisions below shall apply only to Global Securities:

                  (i)      Notwithstanding any other provisions of this
         Indenture or the Securities, a Global Security shall not be exchanged
         in whole or in part for a Security registered in the name of any Person
         other than the Depositary or one or more nominees thereof, provided
         that a Global Security may be exchanged for Securities registered in
         the names of any person designated by the Depositary in the event that
         (A) the Depositary has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security or such
         Depositary has ceased to be a "clearing agency" registered under the
         Exchange Act, and a successor Depositary is not appointed by the
         Company within 90 days, (B) the Company has provided the Depositary
         with written notice that it has decided to discontinue use of the
         system of book-entry transfer through the Depositary or any successor
         Depositary or (C) an Event of Default has occurred and is continuing
         with respect to the Securities. Any Global Security exchanged pursuant
         to clauses (A) or (B) above shall be so exchanged in whole and not in
         part, and any Global Security exchanged pursuant to clause (C) above
         may be exchanged in whole or from time to time in part as directed by
         the Depositary. Any Security issued in exchange for a Global Security
         or any portion thereof shall be a Global Security; provided that any
         such Security so issued that is registered in the name of a Person
         other than the Depositary or a nominee thereof shall not be a Global
         Security.

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

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

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

                                       18
<PAGE>

                  (v)      Neither Agent Members nor any other Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with respect to any Global Security registered in the name of the
         Depositary or any nominee thereof, or under any such Global Security,
         and the Depositary or such nominee, as the case may be, may be treated
         by the Company, the Trustee and any agent of the Company or the Trustee
         as the absolute owner and holder of such Global Security for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the Trustee from giving effect to any written certification, proxy or
         other authorization furnished by the Depositary or such nominee, as the
         case may be, or impair, as between the Depositary, its Agent Members
         and any other Person on whose behalf an Agent Member may act, the
         operation of customary practices of such Persons governing the exercise
         of the rights of a holder of any Security.

         SECTION 2.13. CUSIP NUMBERS.

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

                                   ARTICLE 3
                       REDEMPTION, PURCHASE AND REPURCHASE

         SECTION 3.1. RIGHT TO REDEEM; NOTICE TO TRUSTEE.

         Prior to December 20, 2008, the Securities are not redeemable.

         On or after December 20, 2008 and through December 19, 2010, the
Company may redeem the Securities in accordance with this Article 3 for cash at
any time as a whole, or from time to time in part, at a redemption price equal
to 100% of the principal amount of Securities called for redemption, together
with any accrued interest up to, but not including, the Redemption Date (the
"Redemption Price") if, but only if (x) on each of at least 20 Trading Days
within a period of 30 consecutive Trading Days ending on the Trading Day before
the date of mailing of the Redemption Notice (as defined below) the Closing
Price of the Common Stock exceeds (y) 120% of the Conversion Price of the
Securities on the 30th Trading Day of such period. Notice of any redemption
pursuant to the preceding sentence must be given on the Business Day after such
30th Trading Day ("Redemption Notice").

         On or after December 20, 2010 the Company may redeem the Securities in
accordance with this Article 3 for cash at any time as a whole, or from time to
time in part, at the Redemption Price.

         In the event that the Company elects to redeem the Securities on a date
that is after any Regular Record Date but on or before the corresponding
Interest Payment Date, the Company

                                       19
<PAGE>

shall be required to pay accrued and unpaid interest to the Holders in whose
name the Securities are registered at the close of business on such Regular
Record Date.

         If the Company elects to redeem Securities pursuant to this Section 3.1
and paragraph 5 of the Securities, it shall notify the Trustee at least 25 days
prior to the Redemption Date as fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee) of the Redemption Date and the principal
amount of Securities to be redeemed. Any such notice to the Trustee given with
respect to a redemption prior to December 20, 2010 may be conditioned upon
satisfaction of the conditions to redemption as of the date the notice of
redemption is mailed. If fewer than all of the Securities are to be redeemed,
the record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall not be less than five days after
the date of notice to the Trustee.

         SECTION 3.2. SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities are to be redeemed, unless the
procedures of the Depositary provide otherwise, the Trustee shall, at least 20
days but not more than 60 days prior to the Redemption Date, select the
Securities to be redeemed. The Trustee shall make the selection from the
Securities outstanding (and not previously called for redemption, repurchased or
converted) by lot, or in its discretion, on a pro rata basis. Securities in
denominations of $1,000 may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

         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 to
be the portion selected for redemption. Securities which have been converted
subsequent to the Trustee commencing selection of Securities to be redeemed but
prior to redemption of such Securities shall be treated by the Trustee as
outstanding for the purpose of such selection.

         SECTION 3.3. NOTICE OF REDEMPTION.

         At least 20 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption to each
Holder of Securities to be redeemed at such Holder's address as it appears on
the Registrar's books.

         The notice shall identify the Securities (including CUSIP numbers) to
be redeemed and shall state:

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price;

                           (iii)    the then current Conversion Price and
Conversion Rate;

                                       20
<PAGE>

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

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

                           (vi)     that Holders who wish to convert Securities
must surrender such Securities for conversion no later than the close of
business on the Business Day immediately preceding the Redemption Date and must
satisfy the other requirements set forth in paragraph 9 of the Securities and
Article 4 hereof;

                           (vii)    that, unless the Company defaults in making
the payment of the Redemption Price, interest on Securities called for
redemption shall cease accruing on and after the Redemption Date and the only
remaining right of the Holder shall be to receive payment of the Redemption
Price upon presentation and surrender to a Paying Agent of the Securities; and

                           (viii)   if any Security is being redeemed in part,
the portion of the principal amount of such Security to be redeemed and that,
after the Redemption Date, upon presentation and surrender of such Security, a
new Security or Securities in aggregate principal amount equal to the unredeemed
portion thereof will be issued.

         If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to redemptions. At the
Company's written request, which request shall (i) be irrevocable once given and
(ii) set forth all relevant information required by clauses (i) through (viii)
of the preceding paragraph, the Trustee shall give the notice of redemption to
each Holder in the Company's name and at the Company's expense.

         At the Company's request, the Trustee shall give such notice of
redemption on behalf of the Company and at the Company's expense; provided,
however, that, in all cases, the text of such notice of redemption shall be
prepared by the Company and the form of the notice shall be delivered by the
Company to the Trustee at least three Business Days prior to the date on which
such notice should be sent.

         SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, except for Securities that are converted in accordance with the
provisions of Article 4. On or after the Redemption Date and upon presentation
and surrender to a Paying Agent, Securities called for redemption shall be paid
at the Redemption Price; provided that if the Redemption Date falls after a
Regular Record Date and on or before an Interest Payment Date, then interest on
the Securities will be payable to the Holders in whose names the Securities are
registered at the close of business on such Regular Record Date.

                                       21
<PAGE>

         SECTION 3.5. DEPOSIT OF REDEMPTION PRICE.

         Prior to 11:00 a.m., New York City time, on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) an amount of money (in immediately
available funds if deposited on such Redemption Date) sufficient to pay the
Redemption Price of all Securities to be redeemed on that date, other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation or have been
converted. The Paying Agent shall as promptly as practicable return to the
Company any money not required for that purpose because of the conversion of
Securities pursuant to Article 4 or, if such money is then held by the Company
in trust and is not required for such purpose, it shall be discharged from the
trust.

         SECTION 3.6. SECURITIES REDEEMED IN PART.

         Upon presentation and surrender of a Security that is redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.

         SECTION 3.7. 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 called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to a Paying Agent (other than the Company or
any of its Affiliates) in trust for the Holders, on or before 11:00 a.m., New
York City time, on the Redemption Date, an amount that, together with any
amounts deposited with such Paying Agent by the Company for the redemption of
such Securities, is not less than the Redemption Price. Notwithstanding anything
to the contrary contained in this Article 3, the obligation of the Company to
pay the Redemption Price of such Securities shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers; provided,
however, that nothing in this Section 3.7 shall relieve the Company of its
obligation to pay the Redemption Price of Securities called for redemption. If
such an agreement with one or more investment banks or other purchasers is
entered into, any Securities called for redemption and not surrendered for
conversion by the Holders thereof prior to the relevant Redemption Date may, at
the option of the Company upon written notice to the Trustee, be deemed, to the
fullest extent permitted by law, acquired by such purchasers from such Holders
and (notwithstanding anything to the contrary contained in Article 4)
surrendered by such purchasers for conversion, all as of 11:00 a.m., New York
City time, on the Redemption Date, subject to payment of the above amount as
aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities
are selected for redemption any such amount paid to it for purchase in the same
manner as it would money deposited with it by the Company for the redemption of
Securities. Without the Paying Agent'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 Paying Agent as set forth in this
Indenture, and the Company agrees to indemnify the Paying Agent 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

                                       22
<PAGE>

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

         SECTION 3.8. REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON
                      CHANGE IN CONTROL.

         (a)      If at any time the Securities remain outstanding there shall
have occurred a Change in Control, all or any portion of the Securities of any
Holder equal to $1,000 or a whole multiple of $1,000, shall be repurchased by
the Company, at the option of such Holder, at a repurchase price equal to 100%
of the principal amount of the Securities to be repurchased, together with
interest accrued and unpaid to, but excluding, the repurchase date (the "Change
in Control Repurchase Price"), on the date (the "Change in Control Repurchase
Date") that is 45 days after the date of the Change in Control Repurchase
Notice; provided, however, if the Change in Control Repurchase Date falls after
a Regular Record Date and on or before an Interest Payment Date, then interest
on the Securities shall be payable to the Holders in whose name the Securities
are registered at the close of business on such Regular Record Date.

         Whenever in this Indenture (including Sections 2.1, 8.1 and 8.7 hereof)
or in the form of Securities there is a reference, in any context, to the
principal of any Securities as of any time, such reference shall be deemed to
include reference to the Change in Control Repurchase Price payable in respect
to such Securities to the extent that such Change in Control Repurchase Price
is, was or would be so payable at such time, and express mention of the Change
in Control Repurchase Price in any provision of this Indenture shall not be
construed as excluding the Change in Control Repurchase Price in those
provisions of this Indenture when such express mention is not made.

         A "Change in Control" of the Company, or any successor entity who is
subject to the terms of this Indenture, shall be deemed to have occurred at such
time after the original issuance of Securities as any of the following events
shall occur:

                  (1)      the acquisition by any person of beneficial
ownership, directly or indirectly, through a purchase, merger (except a merger
involving the Company described in subclauses (A) through (C) of clause (2)
below) or other acquisition transaction or series of transactions, of shares of
the Capital Stock of the Company (or in the case of a merger or consolidation
described in clause (2) (C) below, the common stock referred to in such clause)
entitling that person to exercise 50% or more of the total voting power of all
shares of such Capital Stock (or common stock) entitled to vote generally in
elections of directors, other than any acquisition by the Company, any of its
Subsidiaries or any employee benefit plans of the Company;

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

                                       23
<PAGE>

                           (A)      any transaction (1) that does not result in
any reclassification, conversion, exchange or cancellation of outstanding shares
of the Capital Stock of the Company and (2) pursuant to which holders of the
Capital Stock of the Company immediately prior to the transaction are entitled
to exercise, directly or indirectly, 50% or more of the total voting power of
all shares of the Capital Stock of the Company entitled to vote generally in the
election of directors of the continuing or surviving person immediately after
the transaction;

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

                           (C)      in the case of a merger or consolidation,
all of the consideration (excluding cash payments for fractional shares and cash
payments pursuant to dissenters' appraisal rights) in the merger or
consolidation otherwise constituting the Change in Control consists of shares of
common stock traded on the New York Stock Exchange, a United States national
securities exchange or quoted on the Nasdaq National Market (or which will be so
traded or quoted when issued or exchanged in connection with such Change in
Control) and as a result of such transaction or transactions the Securities
become convertible solely into such common stock;

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

                  (4)      the Company is liquidated or dissolved or a
resolution is passed by the Company's stockholders approving a plan of
liquidation or dissolution of the Company other than in a transaction which
complies with the provisions described in Article 7 of this Indenture.

         Beneficial ownership shall be determined in accordance with Rule 13d-3
promulgated by the SEC under the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"). The term "person" shall include any syndicate or group
that would be deemed to be a "person" under Section 13(d)(3) of the Exchange
Act.

         (b)      Within 30 days after the occurrence of a Change in Control,
the Company, or, at the written request and expense of the Company, the Trustee,
shall mail a written notice of the Change in Control to the Trustee (if the
Trustee does not mail such notice) and to each Holder (and to beneficial owners
as required by applicable law). The notice shall include the form of a Change in
Control Repurchase Notice to be completed by the Holder and shall state:

                  (1)      the date of such Change in Control and, briefly, the
events causing such Change in Control;

                                       24
<PAGE>

         (2)      the date by which the Change in Control Repurchase Notice
pursuant to this Section 3.8 must be given;

         (3)      the Change in Control Repurchase Date;

         (4)      the Change in Control Repurchase Price;

         (5)      the Holder's right to require the Company to repurchase the
Securities;

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

         (7)      the name and address of each Paying Agent and Conversion Agent
and that the Securities must be surrendered to the Paying Agent to collect
payment;

         (8)      the Conversion Price and Conversion Rate and any adjustments
thereto;

         (9)      that Securities as to which a Change in Control Repurchase
Notice has been given may be converted into Common Stock pursuant to Article 4
of this Indenture only to the extent that the Change in Control Repurchase
Notice has been withdrawn in accordance with the terms of this Indenture;

         (10)     the procedures that the Holder must follow to exercise rights
under this Section 3.8;

         (11)     the procedures for withdrawing a Change in Control Repurchase
Notice, including a form of notice of withdrawal; and

         (12)     that the Holder must satisfy the requirements set forth in the
Securities in order to convert the Securities.

    If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.

    (c)      A Holder may exercise its rights specified in subsection (a) of
this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Repurchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Repurchase Date.

    The delivery of such Security to any Paying Agent prior to, on or after the
Change in Control Repurchase Date (together with all necessary endorsements) at
the office of such Paying Agent shall be a condition to the receipt by the
Holder of the Change in Control Repurchase Price therefor.

                                       25
<PAGE>

         The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply
to the repurchase of all of a Security pursuant to this Article 3 also apply to
the repurchase of such portion of such Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Change in Control Repurchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control
Repurchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Repurchase
Date by delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 3.9.

         A Paying Agent shall promptly notify the Company of the receipt by it
of any Change in Control Repurchase Notice or written withdrawal thereof.

         Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Repurchase Notice may be delivered or
withdrawn and such Securities may be surrendered or delivered for repurchase in
accordance with the Applicable Procedures as in effect from time to time.

         SECTION 3.9. EFFECT OF CHANGE IN CONTROL REPURCHASE NOTICE.

         Upon receipt by any Paying Agent of the Change in Control Repurchase
Notice specified in Section 3.8(c), the Holder of the Security in respect of
which such Change in Control Repurchase Notice was given shall (unless such
Change in Control Repurchase Notice is withdrawn as specified below) thereafter
be entitled to receive the Change in Control Repurchase Price with respect to
such Security. Such Change in Control Repurchase Price shall be paid to such
Holder promptly following the later of (a) the Change in Control Repurchase Date
with respect to such Security (provided the conditions in Section 3.8(c) have
been satisfied) and (b) the time of delivery of such Security to a Paying Agent
by the Holder thereof in the manner required by Section 3.8(c). Securities in
respect of which a Change in Control Repurchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock pursuant to
Article 4 on or after the date of the delivery of such Change in Control
Repurchase Notice unless such Change in Control Repurchase Notice has first been
validly withdrawn.

         A Change in Control Repurchase Notice may be withdrawn by means of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Repurchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

                                       26
<PAGE>

         SECTION 3.10. DEPOSIT OF CHANGE IN CONTROL REPURCHASE PRICE.

         On or before 11:00 a.m., New York City time on the Change in Control
Repurchase Date, the Company shall deposit with the Trustee or with a Paying
Agent (other than the Company or an Affiliate of the Company) an amount of money
(in immediately available funds if deposited on such Change in Control
Repurchase Date) sufficient to pay the aggregate Change in Control Repurchase
Price of all the Securities or portions thereof that are to be purchased as of
such Change in Control Repurchase Date. The manner in which the deposit required
by this Section 3.10 is made by the Company shall be at the option of the
Company, provided that such deposit shall be made in a manner such that the
Trustee or a Paying Agent shall have immediately available funds on the Change
in Control Repurchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Repurchase Price of any Security for
which a Change in Control Repurchase Notice has been tendered and not withdrawn
in accordance with this Indenture then, on the Change in Control Repurchase
Date, such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Repurchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Repurchase Date.

         SECTION 3.11. REPAYMENT TO THE COMPANY.

         To the extent that the aggregate amount of cash deposited by the
Company pursuant to Sections 3.10 or 3.12 exceeds the aggregate Change in
Control Repurchase Price or Put Right Purchase Price, as the case may be,
together with interest thereon of the Securities or portions thereof that the
Company is obligated to purchase, then promptly after the Change in Control
Repurchase Date or Put Right Purchase Date, as the case may be, the Trustee or a
Paying Agent, as the case may be, shall return any such excess cash to the
Company.

         SECTION 3.12. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON
                       SPECIFIED DATES.

         (a)      Each Holder shall have the right, at the Holder's option, but
subject to the provisions of this Section 3.12, to require the Company to
purchase such Holder's Securities (or any portion thereof that is equal to
$1,000 or an integral multiple thereof) on December 15, 2006, December 15, 2008,
December 15, 2013 and December 15, 2018 (each a respective "Put Right Purchase
Date"), at a purchase price per Security equal to 100% of the aggregate
principal amount of the Security to be repurchased, together with any accrued
interest thereon up to but not including the applicable Put Right Purchase Date
(the "Put Right Purchase Price"); provided that if the Put Right Purchase Date
falls after a Regular Record Date and on or before the related Interest Payment
Date, any interest on the Securities will be payable to the Holders in whose
names the Securities are registered at the close of business on such Regular
Record Date.

         (b)      The Company shall give written notice of the applicable Put
Right Purchase Date by notice sent by first-class mail to the Trustee and to
each Holder (at its address shown in the register of the Registrar) not less
than 20 Business Days prior to each Put Right Purchase Date

                                       27
<PAGE>

(the "Company Put Right Notice"). The Company shall also give notice to
beneficial owners of the Securities as required by applicable law. Each Company
Put Right Notice shall include a form of Put Right Purchase Notice to be
completed by a Securityholder and shall state:

                  (1)      the Put Right Purchase Price, the Put Right Purchase
Date and the Conversion Price and Conversion Rate then in effect;

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

                  (3)      that Securities as to which a Put Right Purchase
Notice has been given may be converted if they are otherwise convertible only in
accordance with Article 4 hereof and paragraph 9 of the Securities only to the
extent that the Put Right Purchase Notice has been withdrawn in accordance with
the terms of this Indenture;

                  (4)      that Securities must be surrendered to the Paying
Agent to collect payment;

                  (5)      that the Put Right Purchase Price for any Security as
to which a Put Right Purchase Notice has been given and not withdrawn will be
paid promptly following the later of the Put Right Purchase Date and the time of
surrender of such Security as described in subclause (4) above;

                  (6)      the procedures the Holder must follow to exercise
rights under this Section and a brief description of those rights;

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

                  (8)      the procedures for withdrawing a Put Right Purchase
Notice (including pursuant to the terms of Section 3.12(d));

                  (9)      that, unless the Company defaults in making payment
on Securities for which a Put Right Purchase Notice has been submitted, interest
on such Securities will cease to accrue on and after the Put Right Purchase
Date; and

                  (10)     the CUSIP number of the Securities.

         If any of the Securities are to be redeemed in the form of a Global
Security, the Company shall modify such notice to the extent necessary to accord
with the procedures of the Depositary applicable to redemptions.

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

         (c)      Purchases of Securities by the Company pursuant to this
Section 3.12 shall be made, at the option of the Holder thereof, upon:

                                       28
<PAGE>

                  (1)      delivery to the Paying Agent by the Holder of a
written notice of purchase in the form set forth in Exhibit A attached hereto (a
"Put Right Purchase Notice") at any time from the opening of business on the
date that is 20 Business Days prior to the applicable Put Right Purchase Date
until the close of business on the Put Right Purchase Date stating:

                           (A)      if certificated Securities have been issued,
the certificate number of the Security which the Holder will deliver to be
purchased (or if the Securities are not certificated, the Put Right Purchase
Notice must comply with the procedures of the Depositary applicable to
repurchases),

                           (B)      the portion (which may be 100%) of the
principal amount of the Security which the Holder will deliver to be purchased,
which portion must be in a principal amount of $1,000 or an integral multiple
thereof, and

                           (C)      that such Security shall be purchased as of
the applicable Put Right Purchase Date pursuant to the terms and conditions
specified in paragraph 8 of the Securities and in this Section 3.12 of this
Indenture; and

                  (2)      delivery of such Security to the Paying Agent at any
time after delivery of the Put Right Purchase Notice (together with all
necessary endorsements) at the offices of the Paying Agent (if the Securities
are not certificated, such delivery must comply with the procedures of the
Depositary applicable to repurchases).

                  Delivery of such Security shall be a condition to receipt by
the Holder of the Put Right Purchase Price therefor. The Put Right Purchase
Price shall be paid pursuant to this Section 3.12 only if the Security delivered
to the Paying Agent shall conform in all respects to the description thereof in
the related Put Right Purchase Notice, as determined by the Company.

         (d)      Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Put Right Purchase Notice contemplated by
this Section 3.12 shall have the right to withdraw such Put Right Purchase
Notice at any time prior to the close of business on the Put Right Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent specifying:

                  (1)      the certificate number, if any, of the Security in
respect of which such notice of withdrawal is being submitted (or, if the
Securities are not certificated, the withdrawal notice must comply with the
procedures of the Depositary applicable to withdrawals),

                  (2)      the aggregate principal amount of the Security with
respect to which such notice of withdrawal is being submitted, and

                  (3)      the aggregate principal amount, if any, of such
Security which remains subject to the original Put Right Purchase Notice and
which has been or will be delivered for purchase by the Company.

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

                                       29
<PAGE>

         (e)      On or before 5:00 p.m., New York City time, on the Business
Day following the Put Right Purchase Date, the Company shall deposit with the
Trustee or with the Paying Agent (or if the Company or an Affiliate of the
Company is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 2.4) an amount of money (in immediately available funds if
deposited on such Put Right Purchase Date) sufficient to pay the aggregate Put
Right Purchase Price of all the Securities or portions thereof which are to be
purchased as of the Put Right Purchase Date. The manner in which the deposit
required by this Section 3.12(e) is made by the Company shall be at the option
of the Company; provided that such deposit shall be made in a manner such that
the Trustee or a Paying Agent shall have immediately available funds by the
close of business on the Business Day after the Put Right Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Put Right Purchase Price of any Security for which a Put
Right Notice has been tendered and not withdrawn on the Put Right Purchase Date,
then, on the close of business on the Business Day after the Put Right Purchase
Date, such Security will cease to be outstanding, whether or not the Security is
delivered to the Paying Agent, and the rights of the Holder in respect thereof
shall terminate (other than the right to receive the Put Right Purchase Price as
aforesaid) and interest will cease to accrue on such Security.

         The Put Right Purchase Price shall be paid to such Holder with respect
to Securities for which a Put Right Purchase Notice has been tendered and not
withdrawn, subject to receipt of funds by the Paying Agent, promptly following
the later of (x) the Business Day after the Put Right Purchase Date with respect
to such Security (provided the conditions in Section 3.12(c) have been
satisfied) and (y) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.12(c). Securities in
respect of which a Put Right Purchase Notice has been given by the Holder
thereof may not be converted pursuant to Article 4 hereof on or after the date
of the delivery of such Put Right Purchase Notice, unless such Put Right
Purchase Notice has first been validly withdrawn as specified in Section
3.12(d).

         To the extent that the aggregate amount of cash deposited by the
Company pursuant to this Section 3.12(e) exceeds the aggregate Put Right
Purchase Price of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Put Right Purchase Date the
Trustee or a Paying Agent, as the case may be, shall return any such excess cash
to the Company.

         (f)      There shall be no purchase of any Securities pursuant to this
Section 3.12 if there has occurred (prior to, on or after as the case may be,
the giving, by the Holders of such Securities, of the required Put Right
Purchase Notice) and is continuing an Event of Default (other than a default in
the payment of the Put Right Purchase Price). The Paying Agent will promptly
return to the respective Holders thereof any Securities (x) with respect to
which a Put Right Purchase Notice has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment of the Put Right Purchase Price) in which
case, upon such return, the Put Right Purchase Notice with respect thereto shall
be deemed to have been withdrawn.

         Upon receipt by the Paying Agent of the Put Right Purchase Notice
specified in Section 3.12(c), the Holder of the Security in respect of which
such Put Right Purchase Notice was given

                                       30
<PAGE>

shall (unless such Put Right Purchase Notice is withdrawn as specified herein)
thereafter be entitled to receive solely the Put Right Purchase Price with
respect to such Security.

         (g)      The Company shall purchase from the Holder thereof, pursuant
to this Section 3.12, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         SECTION 3.13. SECURITIES PURCHASED IN PART.

         Any Security that is to be purchased only in part shall be surrendered
at the office of a Paying Agent, and promptly after the Change in Control
Repurchase Date or the Put Right Purchase Date, as the case may be, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased or
repurchased.

         SECTION 3.14. COMPLIANCE WITH SECURITIES LAWS UPON REPURCHASE OF
                       SECURITIES.

         In connection with any offer to purchase or repurchase of Securities
under Section 3.8 or Section 3.12, the Company shall (a) comply with Rule 13e-4
and Rule 14e-l (or any successor to either such Rule), if applicable, under the
Exchange Act, (b) file the related Schedule TO (or any successor or similar
schedule, form or report) if required under the Exchange Act, and (c) otherwise
comply with all federal and state securities laws in connection with such offer
to purchase or repurchase of Securities, all so as to permit the rights of the
Holders and obligations of the Company under Sections 3.8 through 3.12 to be
exercised in the time and in the manner specified therein.

                                   ARTICLE 4
                                   CONVERSION

         SECTION 4.1. CONVERSION PRIVILEGE AND CONVERSION RATE.

         (a)      Subject to and upon compliance with the provisions of this
Article and the Securities, at the option of the Holder thereof, any Security
that is an integral multiple of $1,000 may be converted into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of Common Stock of the Company at any time on or prior to the close of
business on the Final Maturity Date at the Conversion Rate, determined as
hereinafter provided, in effect at the time of conversion and subject to the
adjustments described below, only under the following circumstances:

                  (1)      prior to December 15, 2021, on any date during any
fiscal quarter (and only during such fiscal quarter) after the fiscal quarter
ending December 31, 2003, if the Closing Price per share of the Common Stock was
more than 120% of the then current Conversion Price of the Securities for at
least 20 Trading Days in the period of the 30 consecutive Trading Days ending on
the last day of the previous fiscal quarter;

                                       31
<PAGE>

                  (2)      on or after December 15, 2021, at all times on or
after any date on which the Closing Price per share of the Common Stock is more
than 120% of the then current Conversion Price of the Securities;

                  (3)      until the close of business on the Business Day prior
to the Redemption Date if the Company elects and is permitted to redeem the
Securities on or after December 15, 2008;

                  (4)      if the Company distributes to all or substantially
all holders of Common Stock rights, options or warrants entitling them to
purchase Common Stock at less than the Closing Price per share of the Common
Stock on the last Trading Day preceding the declaration for such distribution;

                  (5)      if the Company distributes to all or substantially
all holders of Common Stock cash, assets, debt securities or capital stock
(other than Common Stock), which distribution has a per share value as
determined by the Board of Directors exceeding 10% of the Closing Price per
share of the Common Stock on the last Trading Day preceding the declaration for
such distribution;

                  (6)      if the Company becomes a party to a consolidation,
merger or binding share exchange pursuant to which all or substantially all of
the Common Stock would be converted to cash, securities or other property, or if
the Company undergoes a Change in Control or an event occurs that would have
been a Change in Control but for the existence of one of the Change in Control
exceptions pursuant to Section 3.8(a)(2) of this Indenture; or

                  (7)      for the ten Business Day period after any five
consecutive Trading Day period in which the average Trading Prices for the
Securities for such five Trading Day period was less than 98% of the average
Conversion Value for the Securities during such period; provided, however, that
a Holder may not convert its Securities pursuant to this clause (7) if, on the
Conversion Date, the Closing Price per share of Common Stock is greater than or
equal to the then current Conversion Price of the Securities and less than or
equal to 120% of the then current Conversion Price of the Securities.

         In the case of a distribution contemplated by clauses (4) and (5) of
this Section 4.1(a), the Company will notify Holders at least 20 days prior to
the ex-dividend date for such distribution (the "Distribution Notice"). Once the
Company has given the Distribution Notice, Holders may surrender their
Securities for conversion at any time until the earlier of the close of business
on the last Business Day preceding the ex-dividend date or the Company's
announcement that such distribution will not take place. Notwithstanding the
foregoing, in the event of a distribution contemplated by clauses (4) and (5) of
this Section 4.1(a), Holders may not convert the Securities if the Holders may
participate in such distribution without converting their Securities.

         In the case of an event contemplated by clause (6) of this Section
4.1(a), the Company will notify Holders at least 25 days prior to the
anticipated effective date of such transaction (the "Merger Notice"). Once the
Company has given the Merger Notice, the Holders may surrender Securities for
conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of such transaction until the date which is 15 days
after the actual

                                       32
<PAGE>

effective date of such transaction. If the Company is party to a transaction
contemplated by clause (6) of this Section 4.1(a), then at the effective time of
the transaction, the right to convert a Security into shares of Common Stock
shall be changed into a right to convert such Security into the kind and amount
of cash, securities or other property of the Company or another person that the
Holders would have received if the Holders had converted such Security
immediately prior to the effective time of the transaction.

         With respect to clause (1) of this Section 4.1(a), the Conversion Agent
will determine, on behalf of the Company, on the first Business Day of each
fiscal quarter whether the Securities are convertible as set forth in such
clause (1) as a result of the Closing Price per share of the Common Stock and
the then current Conversion Price and, if so, will notify the Company. With
respect to clause (2) of this section 4.1(a), the Conversion Agent will
determine, on behalf of the Company, daily on any date on or after December 15,
2021 until the date on which such conversion condition is satisfied, whether the
Securities are convertible as set forth in such clause (2) as a result of the
Closing Price per share of the Common Stock and the then current Conversion
Price and, if so, will notify the Company.

         The "Conversion Value" for the Securities is equal to the product of
(i) the Closing Price per share of the Common Stock on a given day and (ii) the
then current Conversion Rate.

         The "Trading Price" of the Securities on any date of determination
means the average of the secondary market bid quotations per Security obtained
by the Conversion Agent for $5,000,000 principal amount of the Securities at
approximately 4:00 p.m., New York City time, on such determination date from
three unaffiliated nationally recognized securities dealers the Company selects,
which may include the Initial Purchasers, provided that if at least three such
bids cannot be reasonably obtained by the Conversion Agent, but two bids are
obtained, then the average of the two bids will be used, and if only one such
bid can be reasonably obtained by the Conversion Agent, this one bid will be
used. If the Conversion Agent, through the exercise of reasonable efforts,
cannot obtain at least one bid for $5,000,000 principal amount of the Securities
from a nationally recognized securities dealer or if in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Securities, then the Trading Price of the Securities will be deemed to be
less than 98% of the product of the then current Conversion Rate and the Closing
Price of Common Stock on the five Trading Days ending on such determination
date, appropriately adjusted.

         The Conversion Agent shall have no obligation to determine the Trading
Price of the Securities unless the Company has requested such determination; and
the Company shall have no obligation to make such request unless a Holder
provides the Company with reasonable evidence that the Trading Price of the
Securities is reasonably likely to be less than 98% of the Conversion Value; at
which time, the Company shall instruct the Conversion Agent to determine the
Trading Price and Conversion Value of the Securities beginning on the next
Trading Day and on each successive Trading Day until the Trading Price is
greater than or equal to 98% of the Conversion Value, and the Conversion Agent
shall make such determinations and determine whether the Securities are
convertible as set forth in such clause (7) and, if so, will notify the Company.

         The Company will provide written notice to the Conversion Agent upon
the occurrence of any of the conversion events specified in clauses (3), (4),
(5) or (6) above.

                                       33
<PAGE>

         (b)      The conversion right, subject to the conditions described in
clause (a) of this Section 4.1, shall commence on the initial issuance date of
the Securities and expire at the close of business on the Final Maturity Date,
subject, in the case of conversion of any Global Security, to any Applicable
Procedures. If a Security is called for redemption or submitted or presented for
purchase or repurchase pursuant to Article 3, such conversion right shall
terminate at the close of business on the Business Day immediately preceding the
Redemption Date, Change in Control Repurchase Date or Put Right Purchase Date,
as the case may be, for such Security or such earlier date as the Holder
presents such Security for redemption, purchase or repurchase (unless the
Company shall default in making the Redemption Price payment, Change in Control
Repurchase Price payment or Put Right Purchase Price payment when due in
accordance with Article 3, in which case the conversion right shall terminate at
the close of business on the date such default is cured and such Security is
redeemed, purchased or repurchased, as the case may be).

         Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

         A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities into Common Stock,
and only to the extent such Securities are deemed to have been converted into
Common Stock pursuant to this Article 4.

         The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 23.1482
shares of Common Stock for each $1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article 4. The "Conversion Price" shall initially equal $1,000 divided by the
Conversion Rate and shall be adjusted when the Conversion Price is so adjusted
in accordance with this Article 4.

         SECTION 4.2. CONVERSION PROCEDURE.

         To convert a Security, a Holder must (a) complete and manually sign the
conversion notice on the back of the Security and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (d) pay any transfer or similar tax, if required. The date
on which the Holder satisfies all of those requirements is the "Conversion
Date." As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder through a Conversion Agent a certificate for the number of
whole shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional shares pursuant to Section 4.3. Anything herein to the contrary
notwithstanding, in the case of Global Securities, conversion notices may be
delivered and such Securities may be surrendered for conversion in accordance
with the Applicable Procedures as in effect from time to time.

         The person in whose name the Common Stock certificate is registered
shall be deemed to be a stockholder of record on the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the person
or persons entitled to receive the shares of Common Stock upon such conversion
as the record holder or holders of such shares of Common Stock on such date,

                                       34
<PAGE>

but such surrender shall be effective to constitute the person or persons
entitled to receive such shares of Common Stock as the record holder or holders
thereof for all purposes at the close of business on the next succeeding day on
which such stock transfer books are open; provided, further, that such
conversion shall be at the Conversion Rate in effect on the Conversion Date as
if the stock transfer books of the Company had not been closed. Upon conversion
of a Security, such person shall no longer be a Holder of such Security.

         Securities so surrendered for conversion (in whole or in part) during
the period from the close of business on any Regular Record Date to the opening
of business on the next succeeding Interest Payment Date (excluding (1)
Securities or portions thereof called for redemption or presented for repurchase
upon a Redemption Date, a Change in Control Repurchase Date or a Put Right
Purchase Date, as the case may be, with such date occurring during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the fifth Business Day after the next succeeding Interest
Payment Date or (2) Securities that are submitted for conversion between the
Regular Record Date for the final interest payment and the opening of business
on the final Interest Payment Date) shall also be accompanied by payment in
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 then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company.
Except as otherwise provided in this Section 4.2, no payment or adjustment will
be made for accrued interest on a converted Security. If the Company defaults in
the payment of interest payable on such Interest Payment Date, the Company shall
promptly repay such funds to such Holder.

         Nothing in this Section shall affect the right of a Holder in whose
name any Security is registered at the close of business on a Regular Record
Date to receive the interest payable on such Security on the related Interest
Payment Date in accordance with the terms of this Indenture, the Securities and
the Registration Rights Agreement. If a Holder converts more than one Security
at the same time, the number of shares of Common Stock issuable upon the
conversion shall be based on the aggregate principal amount of Securities
converted.

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

         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 $1,000 and the principal amount of such
security to remain outstanding after such conversion is equal to $1,000 or any
integral multiple of $1,000 in excess thereof.

                                       35
<PAGE>

         SECTION 4.3. FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities. In lieu thereof, the Company will pay an amount in
cash for the current market value of the fractional shares. The current market
value of a fractional share shall be determined (calculated to the nearest
1/100th of a share) by multiplying the Closing Price (determined as set forth in
Section 4.6(f)) of the Common Stock on the Trading Day immediately prior to the
Conversion Date by such fractional share and rounding the product to the nearest
whole cent.

         SECTION 4.4. TAXES ON CONVERSION.

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

         SECTION 4.5. COMPANY TO PROVIDE STOCK.

         The Company shall, prior to issuance of any Securities hereunder, and
from time to time as may be necessary, reserve, out of its authorized but
unissued Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

         All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares, shall be duly authorized, validly issued, fully
paid and nonassessable and shall be free from preemptive or similar rights and
free of any lien or adverse claim.

         The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange (including the New
York Stock Exchange) or on the Nasdaq National Market or other over-the-counter
market or such other market on which the Common Stock is then listed or quoted;
provided, however, that if rules of such automated quotation system or exchange
permit the Company to defer the listing of such Common Stock until the first
conversion of the Securities into Common Stock in accordance with the provisions
of this Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Securities in accordance with the requirements of such
automated quotation system or exchange at such time. Any Common Stock issued
upon conversion of a Security hereunder which at the time of conversion was a
Restricted Security will also be a Restricted Security.

                                       36
<PAGE>

         SECTION 4.6. ADJUSTMENT OF CONVERSION RATE.

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

         (a)      In case the Company shall (i) pay a dividend on its Common
Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in
shares of Common Stock, (iii) subdivide its outstanding Common Stock into a
greater number of shares, or (iv) combine its outstanding Common Stock into a
smaller number of shares, the Conversion Rate in effect immediately prior
thereto shall be adjusted so that the Holder of any Security thereafter
surrendered for conversion shall be entitled to receive that number of shares of
Common Stock which it would have owned had such Security been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection (a) shall become effective immediately after the record date in
the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of subdivision or combination.

         (b)      In case the Company shall issue rights, options or warrants to
all holders of its Common Stock entitling them (for a period of not more than 60
days after such issuance) to subscribe for or purchase shares of Common Stock
(or securities convertible into Common Stock) at a price per share (or having a
conversion price per share) less than the Current Market Price per share of
Common Stock (as determined in accordance with subsection (f) of this Section
4.6) on the record date for the determination of stockholders entitled to
receive such rights, options or warrants, the Conversion Rate in effect
immediately prior thereto shall be adjusted so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect immediately prior
to such record date by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on such record date plus the number of
additional shares of Common Stock offered (or into which the convertible
securities so offered are convertible) and of which the denominator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares which the aggregate offering price of the total number of shares of
Common Stock so offered (or the aggregate conversion price of the convertible
securities so offered, which shall be determined by multiplying the number of
shares of Common Stock issuable upon conversion of such convertible securities
by the conversion price per share of Common Stock pursuant to the terms of such
convertible securities) would purchase at the Current Market Price per share (as
defined in subsection (f) of this Section 4.6) of Common Stock on such record
date. Such adjustment shall be made successively whenever any such rights,
options or warrants are issued, and shall become effective immediately after
such record date. If at the end of the period during which such rights, options
or warrants are exercisable not all rights, options or warrants shall have been
exercised, the adjusted Conversion Rate shall be immediately readjusted to what
it would have been based upon the number of additional shares of Common Stock
actually issued (or the number of shares of Common Stock issuable upon
conversion of convertible securities actually issued).

         (c)      In case the Company shall distribute to all holders of its
Common Stock any shares of capital stock of the Company (other than Common
Stock), evidences of indebtedness or other non-cash assets (including securities
of any person other than the Company but excluding (1) dividends or
distributions paid exclusively in cash or (2) dividends or distributions
referred to in subsection (a) of this Section 4.6), or shall distribute to all
holders of its Common Stock rights, options or warrants to subscribe for or
purchase any of its securities (excluding

                                       37
<PAGE>

those rights and warrants referred to in subsection (b) of this Section 4.6) and
also excluding the distribution of rights to all holders of Common Stock
pursuant to a Rights Plan (as defined below) adopted before or after the date of
this Indenture), then in each such case the Conversion Rate shall be adjusted so
that the same shall equal the rate determined by multiplying the current
Conversion Rate by a fraction of which the numerator shall be the Current Market
Price per share (as defined in subsection (f) of this Section 4.6) of the Common
Stock on such record date and of which the denominator shall be Current Market
Price per share (as defined in subsection (f) of this Section 4.6) of the Common
Stock on the record date mentioned below less the fair market value on such
record date (as determined by the Board of Directors, whose determination shall
be conclusive evidence of such fair market value and which shall be evidenced by
an Officers' Certificate delivered to the Trustee) of the portion of the capital
stock, evidences of indebtedness or other non-cash assets so distributed or of
such rights, options or warrants applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding on
the record date). Such adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
distribution.

         In the event the then fair market value (as so determined) of the
portion of the capital stock, evidences of indebtedness or other non-cash assets
so distributed or of such rights or warrants applicable to one share of Common
Stock is equal to or greater than the Current Market Price per share of the
Common Stock on such record date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of a Security shall have the right
to receive upon conversion the amount of capital stock, evidences of
indebtedness or other non-cash assets so distributed or of such rights or
warrants such holder would have received had such holder converted each Security
on such record date. In the event that such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate which would then be in effect if such dividend or distribution had not been
declared. If the Board of Directors determines the fair market value of any
distribution for purposes of this Section 4.6(c) by reference to the actual or
when issued trading market for any securities, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price of the Common Stock.

         Notwithstanding the foregoing, if the securities distributed by the
Company to all holders of its Common Stock consist of capital stock of, or
similar equity interests in, a Subsidiary or other business unit, the Conversion
Rate shall be increased so that the same shall be equal to the rate determined
by multiplying the Conversion Rate in effect on the record date with respect to
such distribution by a fraction of which the numerator shall be the sum of (x)
the average Closing Price of one share of Common Stock over the ten consecutive
Trading Day period (the "Spinoff Valuation Period") commencing on and including
the fifth Trading Day after the date on which "ex-dividend trading" commences on
the Common Stock on the New York Stock Exchange, Nasdaq National Market or such
other national or regional exchange or market on which the Common Stock is then
listed or quoted and (y) the average Closing Price over the Spinoff Valuation
Period of the portion of the securities so distributed applicable to one share
of Common Stock and the denominator of which shall be the average Closing Price
of one share of Common Stock over the Spinoff Valuation Period, such adjustment
to become effective immediately prior to the opening of business on the
fifteenth Trading Day after the date on which "ex-dividend trading" commences;
provided, however, that the Company may in lieu of the

                                       38
<PAGE>

foregoing adjustment elect to reserve the pro rata portion of such Securities so
that each Holder of securities shall have the right to receive upon conversion
the amount of such shares of capital stock or similar equity interests of such
Subsidiary or business unit that such Holder of Securities would have received
if such Holder of Securities had converted such Securities on the record date
with respect to such distribution.

         With respect to Rights to Purchase Series A Junior Participating
Preferred Stock issued pursuant to the Rights Agreement dated as of January 19,
1989 (as amended) between the Company and Chase Mellon Shareholder Services LLC
(as successor to First Interstate Bank, Ltd.), as Rights Agent (the "Existing
Rights"), and any rights that may be issued or distributed pursuant to any
similar rights plan that the Company implements after the date of this Indenture
(each of the Existing Rights and any rights that may be issued pursuant to any
such similar future rights plan being referred to as, a "Rights Plan"), upon
conversion of the Securities into Common Stock, to the extent that such Rights
Plan is in effect upon such conversion, the holders of Securities will receive,
in addition to the Common Stock, the rights described therein (whether or not
the rights have separated from the Common Stock at the time of conversion),
subject to the limitations set forth in any such Rights Plan. Any distribution
of rights or warrants pursuant to a Rights Plan complying with the requirements
set forth in the immediately preceding sentence of this paragraph shall not
constitute a distribution of rights or warrants pursuant to this Section 4.6(c).

         Rights or warrants (other than rights issued pursuant to a Rights Plan)
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"): (i) are
deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of Common
Stock, shall be deemed not to have been distributed for purposes of this Section
4.6 (and no adjustment to the Conversion Price under this Section 4.6 will be
required) 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 Rate shall be made under this
Section 4.6(c). 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,
then the date of the occurrence of any and each 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 (or deemed distribution) of rights or warrants, or any
Trigger Event or other event (of the type described in the preceding sentence)
with respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section 4.6 was
made, (1) in the case of any such rights or warrants which shall all have been
redeemed, purchased by the Company or repurchased without exercise by any
holders thereof, the Conversion Rate shall be readjusted upon such final
redemption, purchase by the Company 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 or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or

                                       39
<PAGE>

warrants), made to all holders of Common Stock as of the date of such redemption
or repurchase, and (2) in the case of such rights or warrants which shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Rate shall be readjusted as if such rights and warrants had not been
issued.

         (d)      In case the Company shall, by dividend or otherwise, at any
time distribute cash to all holders of its Common Stock, the Conversion Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect at the close of business on the
Business Day immediately preceding the day on which such distribution is
declared ("Determination Date") by a fraction of which the numerator shall be
such Current Market Price per share of the Common Stock (as determined in
accordance with subsection (f) of this Section 4.6) on the Determination Date
and the denominator of which shall be the Current Market Price per share of the
Common Stock (as determined in accordance with subsection (f) of this Section
4.6) on the Determination Date less the full amount of cash so distributed with
respect to one share of Common Stock, such increase to become effective
immediately prior to the opening of business on the day following the date on
which such distribution is paid.

         (e)      In case any tender offer made by the Company or any of its
Subsidiaries for Common Stock shall expire, then immediately prior to the
opening of business on the day after the last date (the "Expiration Date")
tenders could have been made pursuant to such tender offer (as it may be
amended) (the last time at which such tenders could have been made on the
Expiration Date is hereinafter sometimes called the "Expiration Time"), the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the Expiration Date by a fraction of which the numerator
shall be the sum of (x) the aggregate consideration (determined as aforesaid)
payable to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender offer) 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") and (y) the product of the
number of shares of Common Stock outstanding (less any Purchased Shares and
excluding any shares held in the treasury of the Company) at the Expiration Time
and the Current Market Price per share of Common Stock (as determined in
accordance with subsection (f) of this Section 4.6) on the Trading Day next
succeeding the Expiration Date and the denominator of which shall be the product
of the number of shares of Common Stock outstanding (including tendered shares
but excluding any shares held in the treasury of the Company) at the Expiration
Time multiplied by the Current Market Price per share of the Common Stock (as
determined in accordance with subsection (f) of this Section 4.6) on the Trading
Day next succeeding the Expiration Date, such increase to become effective
immediately prior to the opening of business on the day following the Expiration
Date. In the event that the Company is obligated to purchase shares pursuant to
any such tender offer, but the Company is permanently prevented by applicable
law from effecting any or all such purchases or any or all such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate
which would have been in effect based upon the number of shares actually
purchased. If the application of this Section 4.6(e) to any tender offer would
result in a decrease in the Conversion Rate, no adjustment shall be made for
such tender offer under this Section 4.6(e).

                                       40
<PAGE>

         For purposes of this Section 4.6(e), the term "tender offer" shall mean
and include both tender offers and exchange offers, all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

         (f)      For the purpose of any computation under subsections (b), (c),
(d) and (e) of this Section 4.6, the current market price (the "Current Market
Price") per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices for the 30 consecutive Trading Days commencing 45
Trading Days before (i) the Determination Date or the Expiration Date, as the
case may be, with respect to distributions or tender offers under subsection
(c), (d) or (e) of this Section 4.6 or (ii) the record date with respect to
distributions, issuances or other Events requiring such computation under
subsection (b), (c), (d) or (e) of this Section 4.6. The closing price (the
"Closing Price") for each day shall be the last reported sales price or, in case
no such reported sale takes place on such date, the average of the reported
closing bid and asked prices in either case on the New York Stock Exchange or,
if the Common Stock is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange or Nasdaq National
Market on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on the New York Stock Exchange, any national
securities exchange or on Nasdaq National Market, the last reported sales price
of the Common Stock as quoted on New York Stock Exchange or, in case no reported
sales takes place, the average of the closing bid and asked prices as quoted on
New York Stock Exchange or any comparable system or, if the Common Stock is not
quoted on New York Stock Exchange or any comparable system, the closing sales
price or, in case no reported sale takes place, the average of the closing bid
and asked prices, as furnished by any two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If no such prices are available, the Current Market Price per share
shall be the fair value of a share of Common Stock as reasonably determined by
the Board of Directors (which shall be evidenced by an Officers' Certificate
delivered to the Trustee).

         (g)      In any case in which this Section 4.6 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 4.6, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
4.9) issuing to the Holder of any Security converted after such record date or
Determination Date or Expiration Date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common Stock and other capital stock of the Company issuable upon such
conversion only on the basis of the Conversion Rate prior to adjustment; and, in
lieu of the shares the issuance of which is so deferred, the Company shall issue
or cause its transfer agents to issue due bills or other appropriate evidence
prepared by the Company of the right to receive such shares. If any distribution
in respect of which an adjustment to the Conversion Rate is required to be made
as of the record date or Determination Date or Expiration Date therefor is not
thereafter made or paid by the Company for any reason, the Conversion Rate shall
be readjusted to the Conversion Rate which would then be in effect if such
record date had not been fixed or such effective date or Determination Date or
Expiration Date had not occurred.

                                       41
<PAGE>

         (h)      For purposes of this Section 4.6, "record date" shall mean,
with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock have the right to receive any cash, securities
or other property or in which the Common Stock (or other applicable security) is
exchanged or converted into any combination of cash, securities or other
property, the date fixed for determination of stockholders entitled to receive
such cash, security or other property (whether or not such date is fixed by the
Board of Directors or by statute, contract or otherwise).

         SECTION 4.7. NO ADJUSTMENT.

         No adjustment in the Conversion Rate shall be required if Holders may
participate in the transactions set forth in Section 4.6 above without
converting the Securities held by such Holders.

         No adjustment in the Conversion Rate shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate as last adjusted; provided, however, that any adjustments which
by reason of this Section 4.7 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 4 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

         No adjustment in the Conversion Rate shall be required for issuances of
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest or for a change in the par value or a change to no par value of the
Common Stock.

         To the extent that the Securities become convertible into the right to
receive cash, no adjustment need be made thereafter as to the cash. Interest
will not accrue on the cash.

         SECTION 4.8. ADJUSTMENT FOR TAX PURPOSES.

         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 20 days and if the
increase is irrevocable during the period if the Board of Directors determines
that such increase would be in the best interest of the Company or to avoid or
diminish income tax to holders of shares of the Common Stock in connection with
a dividend or distribution of stock or similar event, and the Company provides
15 days prior notice of any increase in the Conversion Rate; provided, however,
that in no event may the Company increase the Conversion Rate so that the
adjusted Conversion Price would be less than the par value of a share of Common
Stock. Any such change in the Conversion Rate shall also be made to the
Conversion Price.

         SECTION 4.9. NOTICE OF ADJUSTMENT.

         Whenever the Conversion Rate or conversion privilege is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment and
file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it. Unless and until the
Trustee shall receive an Officers' Certificate setting forth an adjustment of
the Conversion Rate, the Trustee may assume without inquiry that the Conversion
Rate has not been adjusted and that the last Conversion Rate of which it has
knowledge remains in effect.

                                       42
<PAGE>

         SECTION 4.10. NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

                  (1)      the Company takes any action which would require an
adjustment in the Conversion Rate;

                  (2)      the Company consolidates or merges with, or transfers
all or substantially all of its property and assets to, another corporation and
stockholders of the Company must approve the transaction; or

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

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.10.

         SECTION 4.11. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
                       ON CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 4.6); (b) any
statutory share exchange, consolidation or merger or combination to which the
Company is a party other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification of, or change
(other than in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale or conveyance of all or
substantially all the property and assets of the Company, directly or
indirectly, to any person, then the Company, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, combination, statutory share exchange,
consolidation, merger, sale or conveyance, execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, combination, statutory share
exchange, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock deliverable upon conversion of such Security immediately
prior to such reclassification, change, combination, statutory share exchange,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments of the Conversion Rate which shall be as nearly
equivalent as may be practicable to the adjustments of the Conversion Rate
provided for in this Article 4. If, in the case of any such consolidation,
merger, combination, statutory share exchange, sale or conveyance, the stock or
other securities and property (including cash) receivable thereupon by a holder
of Common Stock include shares of stock or other securities and property of a
person other than the successor, purchasing or transferee corporation, as the
case may be, in such consolidation, merger, combination, statutory

                                       43
<PAGE>

share exchange, sale or conveyance, then such supplemental indenture shall also
be executed by such other person and shall contain such additional provisions to
protect the interests of the Holders of the Securities as the Board of Directors
shall reasonably consider necessary by reason of the foregoing. The provisions
of this Section 4.11 shall similarly apply to successive reclassifications,
changes, combinations, consolidations, mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.11, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

         SECTION 4.12. TRUSTEE'S DISCLAIMER.

         The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.9 and the
notice contemplated by Section 4.10. The Trustee makes no representation as to
the validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 4.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

                                   ARTICLE 5
                                  SUBORDINATION

         SECTION 5.1. AGREEMENT OF SUBORDINATION.

         The Company covenants and agrees, and each Holder of Securities issued
hereunder by its acceptance thereof likewise covenants and agrees, that all
Securities shall be issued subject to the provisions of this Article 5; and each
Person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees to be bound by such
provisions.

         The payment of the principal of and interest accrued on all Securities
(including, but not limited to, the Redemption Price with respect to the
Securities called for redemption or the Change in Control Repurchase Price or
the Put Right Purchase Price with respect to the

                                       44
<PAGE>

Securities subject to purchase in accordance with Article 3 as provided in this
Indenture) issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full in cash or payment satisfactory to the holders of Senior Indebtedness of
all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

         No provision of this Article 5 shall prevent the occurrence of any
default or Event of Default hereunder.

         SECTION 5.2. PAYMENTS TO HOLDERS.

         No payment or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities shall be made with respect to
the principal of or accrued interest on the Securities (including, but not
limited to, the Redemption Price with respect to the Securities to be called for
redemption or the Change in Control Repurchase Price or the Put Right Purchase
Price with respect to the Securities subject to purchase in accordance with
Article 3 as provided in this Indenture), except payments and distributions made
by the Trustee as permitted by the first or second paragraph of Section 5.5, if:

         (i)      a Payment Default occurs and is continuing, unless and until
such Payment Default shall have been cured or waived in writing or shall have
ceased to exist or such Designated Senior Indebtedness shall have been
discharged or paid in full in cash or cash equivalents; or

         (ii)     a Non-Payment Default occurs and is continuing and the Trustee
receives a notice of the Non-Payment Default (a "Payment Blockage Notice") from
a Representative or holder of Designated Senior Indebtedness or the Company.

         Subject to the provisions of Section 5.5, 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
at least 365 days shall have elapsed since the initial effectiveness of the
immediately prior Payment Blockage Notice. No Non-Payment 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 delivery of a subsequent Payment
Blockage Notice, unless such Non-Payment Default has been cured or waived for a
period of not less 90 consecutive days subsequent to the delivery of such
initial Payment Blockage Notice to the Trustee.

         In the case of Non-Payment Default referred to in clause (ii) above,
the Company may and shall resume payments on and distributions in respect of the
Securities upon the earliest of:

         (a)      179 days from receipt by the Trustee of the Payment Blockage
Notice (provided that any Designated Senior Indebtedness as to which a Payment
Blockage Notice was given shall not theretofore have been accelerated), unless
this Article 5 otherwise prohibits the payment or distribution at the time of
such payment or distribution;

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

                                       45
<PAGE>

         (c)      the date such Designated Senior Indebtedness is discharged or
paid in full; or

         (d)      the date on which the currently effective Payment Blockage
Notice is rescinded in a written notice to the Trustee or the Company from a
Representative or holder of such Designated Senior Indebtedness.

         Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company (whether voluntary or involuntary) or in bankruptcy, insolvency,
receivership, assignment for the benefit of creditors, the marshalling of assets
or liabilities of the Company or similar proceedings, all amounts due or to
become due upon all Senior Indebtedness shall first be paid in full in cash, or
other payments satisfactory to the holders of Senior Indebtedness before any
payment is made on account of the principal of or accrued interest on the
Securities (except payments made pursuant to Article 10 from monies deposited
with the Trustee pursuant thereto prior to commencement of proceedings for such
dissolution, winding-up, liquidation or reorganization); and upon any such
dissolution or winding-up or liquidation or reorganization of the Company or
bankruptcy, insolvency, receivership, assignment for the benefit of creditors,
the marshalling of assets or liabilities of the Company or similar proceedings,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders of
the Securities or the Trustee would be entitled, except for the provision of
this Article 5, shall (except payments made pursuant to Article 10 from monies
deposited with the Trustee pursuant thereto prior to commencement of proceedings
for such dissolution, winding-up, liquidation or reorganization) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by law or a court order) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full in cash, or other payment satisfactory to the
holders of Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the Holders of the Securities or to the Trustee.

         For purposes of this Article 5, the words, "cash, property or
securities" shall not be deemed to include shares of 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, the payment of which
is subordinated at least to the extent provided in this Article 5 with respect
to the Securities to the payment of all Senior Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance, transfer or lease of its property as an
entirety, or substantially as an entirety, to another

                                       46
<PAGE>

corporation upon the terms and conditions provided for in Article 7 shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 5.2 if such other corporation shall, as a part of such
consolidation, merger, conveyance, transfer or lease, comply with the conditions
stated in Article 7.

         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 or accrued interest on the
Securities by the Company (including, but not limited to, the Redemption Price
with respect to the Securities called for redemption or the Change in Control
Repurchase Price or the Put Right Purchase Price with respect to the Securities
subject to purchase in accordance with Article 3 as provided in this Indenture),
except payments and distributions made by the Trustee as permitted by Section
5.5, 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 Designated Senior Indebtedness of such acceleration.

         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full, in cash or other payment satisfactory to the holders of Senior
Indebtedness, or provision is made for such payment thereof in accordance with
its terms in cash or other payment satisfactory to the holders of Senior
Indebtedness, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full, in cash or other payment satisfactory to the holders of
Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         Nothing in this Section 5.2 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 9.7. This Section 5.2 shall be subject
to the further provisions of Section 5.5.

         SECTION 5.3. SUBROGATION OF SECURITIES.

         Subject to the payment in full, in cash or other payment satisfactory
to the holders of Senior Indebtedness, of all Senior Indebtedness, the rights of
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 5 (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 Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the principal and accrued interest on the Securities shall be paid in full

                                       47
<PAGE>

in cash or other payment satisfactory to the holders of Senior Indebtedness;
and, for the 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 5, and no payment over pursuant to the provisions of
this Article 5, to or for the benefit of the holders of Senior Indebtedness by
Holders of the Securities or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment by the Company to or on account of the
Senior Indebtedness; and no payments or distributions of cash, property or
securities to or for the benefit of the Holders of the Securities pursuant to
the subrogation provisions of this Article 5, which would otherwise have been
paid to the holders of Senior Indebtedness shall be deemed to be a payment by
the Company to or for the account of the Securities. It is understood that the
provisions of this Article 5 are and are intended solely for the purposes of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.

         Nothing contained in this Article 5 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as among the Company, its
creditors other than the 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 interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Company other than the holders of
the Senior Indebtedness, nor shall anything herein or therein 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 5 of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 5, the Trustee, subject to the provisions of Section 9.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article 5.

         SECTION 5.4. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of a Security by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 5 and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
8.9 hereof at least 30 days before the expiration of the time to file such
claim, the holders of any Senior Indebtedness or their representatives are
hereby authorized to file an appropriate claim for and on behalf of the Holders
of the Securities.

                                       48
<PAGE>

         SECTION 5.5. NOTICE TO TRUSTEE.

         The Company shall give prompt written notice in the form of an
Officers' Certificate to a Trust Officer of the Trustee and to any Paying Agent
of any fact known to the Company which would prohibit the making of any payment
of monies to or by the Trustee or any Paying Agent in respect of the Securities
pursuant to the provisions of this Article 5. Notwithstanding the provisions of
this Article 5 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 of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article 5, unless and until a
Trust Officer of the Trustee shall have received written notice thereof at the
Corporate Trust Office from the Company (in the form of an Officers'
Certificate) or a Representative or a Holder or Holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 9.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not less
than one Business Day prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Security) the Trustee shall not
have received, with respect to such monies, the notice provided for in this
Section 5.5, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date. Notwithstanding anything in this Article 5 to the contrary,
nothing shall prevent any payment by the Trustee to the Holders of monies
deposited with it pursuant to Article 10, and any such payment shall not be
subject to the provisions of Article 5.

         The Trustee, subject to the provisions of Section 9.1, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a Representative or a holder of Senior Indebtedness or a trustee on behalf of
any such holder or holders. 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 5, 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 5, 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 5.6. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 5 in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 9.11 or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

                                       49
<PAGE>

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 5, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 9.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Securities,
the Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article 5 or otherwise.

         SECTION 5.7. NO IMPAIRMENT OF SUBORDINATION.

         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 act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

         SECTION 5.8. CERTAIN CONVERSIONS DEEMED PAYMENT.

         For the purposes of this Article 5 only, (1) the issuance and delivery
of junior securities upon conversion of Securities in accordance with Article 4
shall not be deemed to constitute a payment or distribution on account of the
principal of or interest on Securities or on account of the purchase or other
acquisition of Securities, and (2) the payment, issuance or delivery of cash
(except in satisfaction of fractional shares pursuant to Section 4.3), 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 5.8, the term "junior securities" means (a)
shares of any stock of any class of the Company, or (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 5. Nothing contained in this
Article 5 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, the right, which is absolute and unconditional, of
the Holder of any Security to convert such Security in accordance with Article
4.

         SECTION 5.9. ARTICLE APPLICABLE TO PAYING AGENTS.

         If 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 (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 the first
paragraph of Section 5.5 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

                                       50
<PAGE>

         SECTION 5.10. SENIOR INDEBTEDNESS ENTITLED TO RELY.

         The holders of Senior Indebtedness (including, without limitation,
Designated Senior Indebtedness) shall have the right to rely upon this Article
5, and no amendment or modification of the provisions contained herein shall
diminish the rights of such holders unless such holders shall have agreed in
writing thereto.

                                    ARTICLE 6
                                    COVENANTS

         SECTION 6.1. PAYMENT OF SECURITIES.

         The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal or interest or Liquidated Damages, if
any, shall be considered paid on the date it is due if the Paying Agent (other
than the Company) holds by 11:00 a.m., New York City time, on that date money,
deposited by the Company or an Affiliate thereof, sufficient to pay the
installment. Subject to Section 4.2 hereof, accrued and unpaid interest on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose. The Company
shall, to the fullest extent permitted by law, pay interest (in immediately
available funds) on overdue principal and overdue installments of interest at
the rate borne by the Securities.

         Payment of the principal of and interest on the Securities shall be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (which shall initially be the office
of U.S. Bank Trust National Association, an Affiliate of the Trustee) or at the
Corporate Trust Office of the Trustee in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Register; provided further that
a Holder with an aggregate principal amount in excess of $2,000,000 will be paid
by wire transfer in immediately available funds at the election of such Holder
if such Holder has provided wire transfer instructions to the Company at least
10 Business Days prior to the payment date.

         SECTION 6.2. SEC REPORTS.

         The Company shall file all reports and other information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                       51
<PAGE>

         SECTION 6.3. COMPLIANCE CERTIFICATES.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending June
30, 2004), an Officers' Certificate as to the signer's knowledge of the
Company's compliance with all conditions and covenants on its part contained in
this Indenture and stating whether or not the signer knows of any default or
Event of Default. If such signer knows of such a default or Event of Default,
the Officers' Certificate shall describe the default or Event of Default and the
efforts to remedy the same. For the purposes of this Section 6.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

         SECTION 6.4. FURTHER INSTRUMENTS AND ACTS.

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

         SECTION 6.5. MAINTENANCE OF CORPORATE EXISTENCE.

         Subject to Article 7, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

         SECTION 6.6. RULE 144A INFORMATION REQUIREMENT.

         Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule l44(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that it shall, during any
period in which it is not subject to Section 13 or l5(d) under the Exchange Act,
upon the request of any Holder or beneficial holder of the Securities make
available to such Holder or beneficial holder of Securities or any Common Stock
issued upon conversion thereof which continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Securities or
such Common Stock designated by such Holder or beneficial holder, the
information required pursuant to Rule 144A(d) (4) under the Securities Act and
it will take such further action as any Holder or beneficial holder of such
Securities or such Common Stock may reasonably request, all to the extent
required from time to time to enable such Holder or beneficial holder to sell
its Securities or Common Stock without registration under the Securities Act
within the limitation of the exemption provided by Rule 144A, as such Rule may
be amended from time to time. Upon the request of any Holder or any beneficial
holder of the Securities or such Common Stock, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

         SECTION 6.7. STAY, EXTENSION AND USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of or interest (including Liquidated Damages, if any), on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture, and the Company

                                       52

<PAGE>

(to the extent it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

         SECTION 6.8. PAYMENT OF LIQUIDATED DAMAGES.

         If Liquidated Damages are payable by the Company pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Liquidated Damages
that are payable, (ii) the reason why such Liquidated Damages are payable and
(iii) the date on which such Liquidated Damages are payable. Unless and until a
Trust Officer of the Trustee receives such a certificate, the Trustee may assume
without inquiry that no such Liquidated Damages are payable. If the Company has
paid Liquidated Damages directly to the Persons entitled to such Liquidated
Damages, the Company shall deliver to the Trustee a certificate setting forth
the particulars of such payment.

                                    ARTICLE 7
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 7.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with, merge with or into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

         (1) either (a) the Company shall be the resulting or surviving
corporation or (b) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance, transfer or lease, the properties and assets of the Company
substantially as an entirety shall (i) be a corporation organized and validly
existing under the laws of the United States of America or any State thereof and
(ii) 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 and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed and the conversion rights shall be provided
for in accordance with Article 4, by supplemental indenture satisfactory in form
to the Trustee, executed and delivered to the Trustee, by the Person (if other
than the Company) formed by such consolidation or into which the Company shall
have been merged or by the Person which shall have acquired the Company's
assets;

         (2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened 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 complies with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

                                       53

<PAGE>

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

         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 the properties
and assets of the Company substantially as an entirety in accordance with
Section 7.1, the successor Person formed by such consolidation or into 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 8
                              DEFAULT AND REMEDIES

         SECTION 8.1. EVENTS OF DEFAULT.

         An "Event of Default" shall occur if:

             (1) the Company defaults in the payment of any interest (or
Liquidated Damages, if any, payable to all holders of Registrable Securities (as
defined in the Registration Rights Agreement)) on any Security when the same
becomes due and payable and the default continues for a period of 30 days,
whether or not such payment shall be prohibited by the provisions of Article 5
hereof;

             (2) the Company defaults in the payment of any principal of any
Security when the same becomes due and payable (whether at maturity, upon a
Change in Control Repurchase Date, Redemption Date, Put Right Purchase Date or
otherwise), whether or not such payment shall be prohibited by the provisions of
Article 5 hereof;

             (3) the Company fails to deliver shares of Common Stock, together
with cash instead of fractional shares, when those shares of Common Stock or
cash instead of fractional shares are required to be delivered upon conversion
of Securities pursuant to Article 4 hereof, and failure continues for 10 days
after such date they are required to be delivered;

             (4) the Company fails to provide a Change in Control Repurchase
Notice when required by Section 3.8 and the default continues for a period of 5
days after the Notice of Default specified below;

             (5) the Company fails to comply with any of its other terms,
covenants or agreements contained in the Securities or this Indenture and the
default continues for a period of 30 days after the Notice of Default specified
below;

                                       54

<PAGE>


             (6) any indebtedness under any bond, debenture, note or other
evidence of indebtedness for money borrowed (or guarantee thereof) by the
Company or under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness for money
borrowed by the Company (an "Instrument") with an aggregate principal amount
then outstanding in excess of $25,000,000, whether such indebtedness now exists
or shall hereafter be created, is not paid at final maturity of the Instrument
by the end of the applicable grace period (either at its stated maturity or upon
acceleration thereof), and such indebtedness is not discharged, or such
acceleration is not rescinded or annulled, within a period of 30 days after
there shall have been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such default to be cured or waived or such acceleration
to be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder;

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

                       (A) commences a voluntary case or proceeding;

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

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

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

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

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

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

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

                       (B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of the property of the
Company or any Significant Subsidiary; or

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

                                       55

<PAGE>

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

         The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         A default under clauses (4) or (5) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding notify the Company
and the Trustee, in writing of the default, and the Company does not cure the
default within the time specified in clauses (4) or (5) above after receipt of
such notice. The notice given pursuant to this Section 8.1 must specify the
default, demand that it be remedied and state that the notice is a "Notice of
Default." When any default under this Section 8.1 is cured, it ceases.

         The Company will deliver to the Trustee, within 5 business days of
becoming aware of the occurrence of an Event of Default, written notice thereof.
In addition, the Company shall deliver to the Trustee, within 10 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the lapse of time would become an Event of Default under clause (4), (5) or (6)
above.

         The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder.

         SECTION 8.2. ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 8.1) occurs and is continuing, the Trustee may, by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may, by notice to the Company and the
Trustee, declare all unpaid principal to the date of acceleration on the
Securities then outstanding (if not then due and payable) to be due and payable
upon any such declaration, and the same shall become and be immediately due and
payable. If an Event of Default specified in clause (7) or (8) of Section 8.1
occurs, all unpaid principal of the Securities then outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in aggregate
principal amount of the Securities then outstanding by notice to the Trustee may
rescind an acceleration and its consequences if (a) all existing Events of
Default, other than the nonpayment of the principal of the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate per annum borne by the Securities) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 9.7 have been made. No such rescission shall affect any
subsequent default or impair any right consequent thereto.

                                       56

<PAGE>

         SECTION 8.3. OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may, but
shall not be obligated to, pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

         SECTION 8.4. WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 8.7 and 11.2, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive an existing default or Event of Default and its consequences,
except a default or Event of Default in the payment of the principal of or
interest on any Security, a failure by the Company to convert any Securities
into Common Stock or any default or Event of Default in respect of any provision
of this Indenture or the Securities which, under Section 11.2, cannot be
modified or amended without the consent of the Holder of each Security affected.
When a default or Event of Default is waived, it is cured and ceases.

         SECTION 8.5. CONTROL BY MAJORITY.

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

         SECTION 8.6. LIMITATIONS ON SUITS.

         A Holder may not pursue any remedy with respect to this Indenture or
the Securities (except actions for payment of overdue principal or interest for
the conversion of the Securities pursuant to Article 4) unless:

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

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

                                       57

<PAGE>

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

                  (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; 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 aggregate principal amount of the Securities then outstanding.

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

         SECTION 8.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security and
this Indenture, to convert such Security in accordance with Article 4 and to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

         SECTION 8.8. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in the payment of principal or interest
specified in clause (1) or (2) of Section 8.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or another obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with, to the extent
that payment of such interest is lawful interest on overdue principal and
overdue installments of interest in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         SECTION 8.9. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due 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 9.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any

                                       58

<PAGE>

such proceedings shall be denied for any reason, payment of the same shall be
secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other property which the Holders may be
entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to, or, on
behalf of any Holder, to authorize, accept or adopt any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.

         SECTION 8.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article 8, it shall
payout the money in the following order:

         First, to the Trustee for amounts due under Section 9.7;

         Second, to the holders of Senior Indebtedness to the extent required by
Article 5;

         Third, to Holders for amounts due and unpaid on the Securities for
principal and interest (including Liquidated Damages, if any), ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Securities for principal and interest (including Liquidated Damages, if
any), respectively;

         Fourth, to such other Person or Persons, if any, to the extent entitled
thereto; and

         Fifth, the balance, if any, to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 8.10.

         SECTION 8.11. UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 8.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 8.7, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.

                                    ARTICLE 9
                                     TRUSTEE

         SECTION 9.1. DUTIES OF TRUSTEE.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and

                                       59

<PAGE>

skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

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

                  (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. The Trustee,
however, shall examine any certificates and opinions which by any provision
hereof are specifically required to be delivered to the Trustee to determine
whether or not they conform to the requirements of this Indenture.

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

                  (1) this paragraph does not limit the effect of subsection (b)
of this Section 9.1;

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

                  (3) the Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 8.5.

         (d) 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 unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

         (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 9.1.

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

         SECTION 9.2. RIGHTS OF TRUSTEE.

         Subject to Section 9.1:

         (a) The Trustee may rely conclusively on any document believed by it to
be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

                                       60

<PAGE>

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

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.

         (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any such action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

         (f) 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 pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

         (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, 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
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

         (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust 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, and such notice
references the Securities and this Indenture.

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

         SECTION 9.3. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 9.10 and 9.11.

                                       61

<PAGE>

         SECTION 9.4. TRUSTEE'S DISCLAIMER.

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

         SECTION 9.5. NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

         If a default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
the default or Event of Default within 90 days after it occurs. However, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interests of
Securityholders, except in the case of a default or an Event of Default in
payment of the principal of or interest on any Security.

         SECTION 9.6. REPORTS BY TRUSTEE TO HOLDERS.

         If a report is required by TIA Section 313, within 60 days after each
January 1, beginning with the January 1 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
October 1 that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b)(2) and (c).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and, to the extent required by the TIA, filed
with the SEC, and each stock exchange, if any, on which the Securities are
listed. The Company shall notify the Trustee whenever the Securities become
listed on any stock exchange or listed or admitted to trading on any quotation
system and any changes in the stock exchanges or quotation systems on which the
Securities are listed or admitted to trading and of any delisting thereof.

         SECTION 9.7. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses may
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 9.7 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), (including reasonable legal fees
and expenses) incurred by it in connection with the acceptance or administration
of its duties under this Indenture or any action or failure to act as authorized
or within the discretion or rights or powers conferred upon the Trustee
hereunder including the reasonable costs and expenses of the Trustee and its
counsel in defending itself against any claim or liability in

                                       62

<PAGE>

connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity. The Company need not pay
for any settlement effected without its prior written consent, which shall not
be unreasonably withheld.

         The Company need not reimburse the Trustee for any expense or indemnify
it against any loss or liability incurred by it resulting from its gross
negligence or bad faith.

         To secure the Company's payment obligations in this Section 9.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on
particular Securities. The obligations of the Company under this Section 9.7
shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (7) or (8) of Section 8.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The provisions of this Section shall
survive the termination of this Indenture.

         SECTION 9.8. REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in aggregate principal amount of the Securities then outstanding may
remove the Trustee by so notifying the Trustee and may, with the Company's
written consent, appoint a successor Trustee. The Company may remove the Trustee
if:

                  (1) the Trustee fails to comply with Section 9.10;

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

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

                  (4) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. The resignation or removal of a Trustee shall not be effective until a
successor Trustee shall have delivered the written acceptance of its appointment
as described below.

         If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Company.

         If the Trustee fails to comply with Section 9.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                                       63

<PAGE>

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder.

         A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession.

         Notwithstanding replacement of the Trustee pursuant to this Section
9.8, the Company's obligations under Section 9.7 shall continue for the benefit
of the retiring Trustee.

         SECTION 9.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation shall qualify and be
eligible under Section 9.10. Such successor Trustee shall promptly mail notice
of its succession to the Company and each Holder.

         SECTION 9.10. ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall always satisfy the requirements of paragraphs (1),
(2) and (5) of TIA Section 310(a). The Trustee (or its parent holding company)
shall have a combined capital and surplus of at least $50,000,000. If at any
time the Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 9. The
Trustee shall be subject to the provisions of TIA Section 310(b). Nothing herein
shall prevent the Trustee from filing with the SEC the application referred to
in the penultimate paragraph of TIA Section 310(b).

         SECTION 9.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 10
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 10.1. SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for and except as further provided below),
and the Trustee, on demand of and at the expense of the

                                       64

<PAGE>

Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1)      either

                           (A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.7 and (ii)
Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

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

                               (i) have become due and payable,

                               (ii) will become due and payable at the Final
                           Maturity Date within one year, or

                               (iii) are to be called for redemption within one
                           year under arrangements reasonably 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 has irrevocably deposited or caused to be irrevocably deposited
cash with the Trustee or a Paying Agent (other than the Company or any of its
Affiliates) as trust funds in trust for the purpose of and in an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Final Maturity Date or Redemption Date, as the
case may be. In the event that the Company exercises its right to redeem the
Securities as provided in Article 3, the Company shall have the right to
withdraw its funds previously deposited with the Trustee or Paying Agent
pursuant to the immediately preceding sentence;

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

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein 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 9.7 shall survive and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7,
2.12 and 12.5, Articles 3 and 4, the last paragraph of Section 6.2 and this
Article 10, shall survive until the Securities have been paid in full.

                                       65

<PAGE>

         SECTION 10.2. APPLICATION OF TRUST MONEY.

         Subject to the provisions of Section 10.3, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Holders, all money deposited
with it pursuant to Section 10.1 and shall apply the deposited money in
accordance with this Indenture and the Securities to the payment of the
principal of and interest on the Securities.

         SECTION 10.3. REPAYMENT TO COMPANY.

         The Trustee and each Paying Agent shall promptly pay to the Company
upon request any excess money (i) deposited with them pursuant to Section 10.1
and (ii) held by them at any time.

         The Trustee and each Paying Agent shall, subject to applicable
abandonment property laws, pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years after a right to such money has matured; provided, however, that the
Trustee or such Paying Agent, before being required to make any such payment,
may at the expense of the Company cause to be mailed to each Holder entitled to
such money notice that such money remains unclaimed and that after a date
specified therein, which shall be at least 30 days from the date of such
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to money must look
to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.

         SECTION 10.4. REINSTATEMENT.

         If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 10.2 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.1 until such
time as the Trustee or such Paying Agent is permitted to apply all such money in
accordance with Section 10.2; provided, however, that if the Company has made
any payment of the principal of or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive any such payment from the money
held by the Trustee or such Paying Agent.

         If pursuant to the last sentence of Section 10.1(1), the Company
withdraws its previously deposited funds as a result of its exercise of its
redemption right, the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit has occurred
pursuant to Section 10.1.

                                   ARTICLE 11
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 11.1. WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities without notice to or consent of any Securityholder for the
purpose of:

                                       66

<PAGE>

                  (1) adding to the Company's covenants for the benefit of the
Holders;

                  (2)      surrendering any right or power conferred upon the
Company;

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

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

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

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

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

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

                  (9) complying with Article 7; or

                  (10) providing for uncertificated Securities in addition to
the Certificated Securities so long as such uncertificated Securities are in
registered form for purposes of the Internal Revenue Code of 1986, as amended.

         SECTION 11.2. WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder. However, notwithstanding the foregoing but subject to Section
11.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 8.4, may not:

                  (1) change the maturity of the principal of or any installment
of interest on, or any Liquidated Damages with respect to any Note;

                                       67

<PAGE>

                  (2) reduce the principal amount of or interest on, or any
Liquidated Damages, or the amount payable upon redemption, repurchase or
purchase, with respect to any Note;

                  (3) reduce the interest rate or interest on, or any Liquidated
Damages with respect to any Note;

                  (4) change the currency of payment of principal of or interest
on any Note;

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

                  (6) modify the Company's obligation to purchase Securities at
the option of Holders or the Company's right to redeem Securities, in a manner
adverse to the Holders;

                  (7) modify the subordination provisions of Article 5 in a
manner adverse to the Holders of the Notes;

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

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

         After an amendment, supplement or waiver under this Section 11.2
becomes effective, the Company shall promptly mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver. An amendment or supplement under this Section 11.2 or
under Section 11.1 may not make any change that adversely affects the rights
under Article 5 of any holder of an issue of Senior Indebtedness unless the
holders of that issue, pursuant to its terms, consent to the change.

         SECTION 11.3. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

         SECTION 11.4. REVOCATION AND EFFECT OF CONSENTS.

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

                                       68

<PAGE>

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (9) of Section 11.2. In that case the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

         SECTION 11.5. NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

         SECTION 11.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, in its sole discretion,
but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 9.1, shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplement indenture
until the Board of Directors approves it.

         SECTION 11.7. 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
shall be bound thereby.

                                   ARTICLE 12
                                  MISCELLANEOUS

         SECTION 12.1. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

         SECTION 12.2. NOTICES.

         Any demand, authorization notice, request, consent or communication
shall be given in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by delivery in person or mail by

                                       69

<PAGE>

first-class mail, postage prepaid, or by guaranteed overnight courier) to the
following facsimile numbers:

         If to the Company, to:

         Emulex Corporation
         3535 Harbor Boulevard
         Costa Mesa, California  92626
         Attention:  Chief Financial Officer
         Telephone No.: (714) 662-5600
         Facsimile No.: (714) 513-8266

         if to the Trustee, to:

         U.S. Bank National Association
         633 West Fifth Street, 24th Floor
         LM-CA-T24T
         Los Angeles, California 90071
         Attn: Corporate Trust Services (Emulex Corporation - 0.25% Convertible
         Subordinated Notes due December 15, 2023)
         Facsimile No.: (213) 615-6197

         Such notices or communications shall be effective when received.

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

         Any notice or communication mailed to a Securityholder shall be mailed
by first-class mail or delivered by an overnight delivery service to it at its
address shown on the register kept by the Primary Registrar.

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

         SECTION 12.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

         SECTION 12.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                                       70

<PAGE>

                  (1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent (including any covenants, compliance with
which constitutes a condition precedent), if any, provided for in this Indenture
relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent (including any covenants, compliance with
which constitutes a condition precedent) have been complied with.

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

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

                  (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 person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

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

provided however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

         SECTION 12.5. RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.

         The Company (or, in the event deposits have been made pursuant to
Section 10.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall not be
more than thirty (30) days prior to the date of the commencement of solicitation
of such action. Notwithstanding the provisions of Section 11.4, if a record date
is fixed, those persons who were Holders of Securities at the close of business
on such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date.

         SECTION 12.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION
                       AGENT.

         The Trustee may make reasonable rules (not inconsistent with the terms
of this Indenture) for action by or at a meeting of Holders. Any Registrar,
Paying Agent or Conversion Agent may make reasonable rules for its functions.

                                       71

<PAGE>

         SECTION 12.7. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a Regular Record Date is a Legal Holiday, the record date
shall not be affected.

         SECTION 12.8. GOVERNING LAW.

         This Indenture and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
principles of conflicts of laws.

         SECTION 12.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

         SECTION 12.10. NO RECOURSE AGAINST OTHERS.

         All liability described in paragraph 18 of the Securities of any
director, officer, employee or stockholder, as such, of the Company is waived
and released.

         SECTION 12.11. SUCCESSORS.

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

         SECTION 12.12. MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

         SECTION 12.13. SEPARABILITY.

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

         SECTION 12.14. TABLE OF CONTENTS, HEADINGS, ETC.

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

                            [SIGNATURE PAGE FOLLOWS]

                                       72

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date and year first above written.

                                         EMULEX CORPORATION

                                         By:____________________________________
                                            Name:
                                            Title:

                                         U.S. BANK NATIONAL ASSOCIATION, AS
                                         TRUSTEE

                                         By:____________________________________
                                            Name:
                                            Title:

                                       S-1

<PAGE>

                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS 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.](1)

         [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS SECURITY 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.](2)

         [THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER

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

         (1) These paragraphs should be included only if the Security is a
Global Security.

         (2) These paragraphs should be included only if the Security is a
Restricted Security.

                                       A-1

<PAGE>

THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH EMULEX
CORPORATION OR ANY AFFILIATE OF EMULEX CORPORATION WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO EMULEX CORPORATION OR
ANY PARENT OR SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO EMULEX CORPORATION'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.](2)

         [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)

                                       A-2

<PAGE>

                               EMULEX CORPORATION

CUSIP:  292475 AC 4                                                     R-______

         0.25% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2023

         Emulex Corporation, a Delaware corporation (the "Company", which term
shall include any successor corporation under the Indenture referred to on the
reverse hereof), promises to pay to ________________________________________, or
registered assigns, the principal sum of _________________________________
Dollars ($___________) on December 15, 2023 [or such greater or lesser amount as
is indicated on the Schedule of Exchanges of Notes on the other side of this
Note].(3)

Interest Payment Dates:  June 15 and December 15.

Regular Record Dates:  May 31 and November 30.

         This Note is convertible as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this Note.

                             SIGNATURE PAGE FOLLOWS

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

         (3) These paragraphs should be included only if the Security is a
Global Security.

                                       A-3

<PAGE>

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

                                         EMULEX CORPORATION

                                         By:____________________________________
                                            Name:
                                            Title:

Dated:  ___________

Trustee's Certificate of Authentication: This is one of the Securities referred
to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

_______________________________
Authorized Signatory

Name: _________________________
Title: ________________________

                                       A-4

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                               EMULEX CORPORATION
           0.25% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2023

1.       INTEREST

         Emulex Corporation, a Delaware corporation (the "Company", which term
shall include any successor corporation under the Indenture hereinafter referred
to), promises to pay interest on the principal amount of this Note at the rate
of 0.25% per annum. The Company shall pay interest semiannually on June 15 and
December 15 of each year, commencing June 15, 2004. Interest on the Securities
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from December 12, 2003; provided, however, that if there
is not an existing default in the payment of interest and if this Note is
authenticated on or after May 31, 2004 between a Regular Record Date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such Interest Payment Date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. Any reference herein to interest
accrued or payable as of any date shall include any Liquidated Damages accrued
or payable on such date as provided in the Registration Rights Agreement.

2.       METHOD OF PAYMENT

         The Company shall pay interest on this Note (except defaulted interest)
to the person who is the Holder of this Note at the close of business on May 31
or November 30, as the case may be (each, a Regular Record Date) next preceding
the related Interest Payment Date. The Holder must surrender this Note to a
Paying Agent to collect payment of principal. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may, however, pay
principal and interest in respect of any Certificated Security by check or wire
payable in such money; provided, however, that a Holder with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder if such Holder has
provided wire transfer instructions to the Company. The Company may mail an
interest check to the Holder's registered address. Notwithstanding the
foregoing, so long as this Note is registered in the name of a Depositary or its
nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

3.       PAYING AGENT, REGISTRAR AND CONVERSION AGENT

         Initially, U.S. Bank National Association (the "Trustee", which term
shall include any successor trustee under the Indenture hereinafter referred to)
will act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent, Registrar or Conversion Agent without notice to the Holder.
The Company or any of its Subsidiaries may, subject to certain limitations set
forth in the Indenture, act as Paying Agent or Registrar.

                                       A-5

<PAGE>

4.       INDENTURE, LIMITATIONS

         This Note is one of a duly authorized issue of Securities of the
Company designated as its 0.25% Convertible Subordinated Notes due December 15,
2023 (the "Notes"), issued under an Indenture dated as of December 12, 2003
(together with any supplemental indentures thereto, the "Indenture"), between
the Company and the Trustee. The terms of this Note include those stated in the
Indenture and those required by or made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect on the date of the
Indenture. This Note is subject to all such terms, and the Holder of this Note
is referred to the Indenture and said Act for a statement of them.

         The Notes are general subordinated unsecured obligations of the Company
limited to $450,000,000 aggregate principal amount (or up to $517,500,000 if the
initial purchasers' option to purchase additional notes is exercised). The
Indenture does not limit other debt of the Company, secured or unsecured,
including Senior Indebtedness.

5.       REDEMPTION

         The Notes may not be redeemed at any time prior to December 20, 2008.
The Notes may be redeemed at the election of the Company, as a whole or from
time to time in part, on or after December 20, 2008 and through December 19,
2010, subject to the terms and conditions of the Indenture, if, but only if (x)
on each of at least 20 Trading Days within a period of 30 consecutive Trading
Days ending on the Trading Day before the date of mailing of the Redemption
Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120%
of the Conversion Price of the Notes on the 30th Trading Day of such period,
subject to the terms and conditions of the Indenture. Notice of any redemption
pursuant to the preceding sentence must be given on the Business Day after such
30th Trading Day ("Redemption Notice"). The Notes may be redeemed at the
election of the Company, as a whole or from time to time in part, at any time on
or after December 20, 2010, subject to the terms and conditions of the
Indenture. Upon any such redemption, the redemption price shall be equal to 100%
of the principal amount of the Note being redeemed, together with accrued and
unpaid interest, up to, but not including, the Redemption Date; provided, that
if the Redemption Date falls after an Interest Payment Record Date and on or
before an Interest Payment Date, then the interest will be payable to the
Holders in whose name the Notes are registered at the close of business on the
Interest Payment Record Date.

         No sinking fund is provided for the Notes.

6.       NOTICE OF REDEMPTION

         Notice of redemption will be mailed by first-class mail at least 20
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. Notes in denominations larger
than $1,000 may be redeemed in part, but only in whole multiples of $1,000. On
and after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the principal amount of the Notes being redeemed plus
accrued interest to, but excluding, the Redemption Date, interest shall cease to
accrue on the Notes or portions of them called for redemption.

                                       A-6

<PAGE>

7.       REPURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to repurchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 45 days after the date of the Change in Control
Purchase Notice, at a repurchase price equal to 100% of the principal amount
thereof together with any accrued interest up to, but excluding, the Change in
Control Repurchase Date. The Holder shall have the right to withdraw any Change
in Control Repurchase Notice (in whole or in a portion thereof that is $1,000 or
an integral multiple of $1,000 in excess thereof) at any time prior to the close
of business on the Business Day immediately preceding the Change in Control
Repurchase Date by delivering a written notice of withdrawal to the Paying Agent
in accordance with the terms of the Indenture.

8.       PURCHASE OF NOTES AT OPTION OF HOLDER ON SPECIFIED DATES

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase for cash all or
any part specified by the Holder (so long as the principal amount of such part
is $1,000 or an integral multiple of $1,000 in excess thereof) of the Notes held
by such Holder on the applicable Put Right Purchase Date at a price equal 100%
of the principal amount thereof plus accrued interest to, but excluding, the Put
Right Purchase Date. The Holder shall have the right to withdraw any Put Right
Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral
multiple of $1,000 in excess thereof) at any time prior to the close of business
on the Put Right Purchase Date by delivering a written notice of withdrawal to
the Paying Agent in accordance with the terms of the Indenture.

9.       CONVERSION

         Subject to and upon compliance with the provisions of the Indenture, at
the option of the Holder thereof, any Security that is an integral multiple of
$1,000 may be converted into fully paid and nonassessable shares (calculated as
to each conversion to the nearest 1/100th of a share) of Common Stock of the
Company at any time on or prior to the close of business on the Final Maturity
Date at the Conversion Rate, determined as hereinafter provided, in effect at
the time of conversion and subject to the adjustments described below, only
under the following circumstances:

                  (1) prior to December 15, 2021, on any date during any fiscal
quarter (and only during such fiscal quarter) after the fiscal quarter ending
December 31, 2003, if the Closing Price per share of the Common Stock was more
than 120% of the then current Conversion Price of the Securities for at least 20
Trading Days in the period of the 30 consecutive Trading Days ending on the last
day of the previous fiscal quarter;

                  (2) on or after December 15, 2021, at all times on or after
any date on which the Closing Price per share of the Common Stock is more than
120% of the then current Conversion Price of the Securities;

                                       A-7

<PAGE>

                  (3) until the close of business on the Business Day prior to
the Redemption Date if the Company elects and is permitted to redeem the
Securities on or after December 15, 2008;

                  (4) if the Company distributes to all or substantially all
holders of Common Stock rights, options or warrants entitling them to purchase
Common Stock at less than the Closing Price per share of the Common Stock on the
last Trading Day preceding the declaration for such distribution;

                  (5) if the Company distributes to all or substantially all
holders of Common Stock cash, assets, debt securities or capital stock, which
distribution has a per share value as determined by the Board of Directors
exceeding 10% of the Closing Price per share of the Common Stock on the last
Trading Day preceding the declaration for such distribution;

                  (6) if the Company becomes a party to a consolidation, merger
or binding share exchange pursuant to which all or substantially all of the
Common Stock would be converted to cash, securities or other property, or if the
Company undergoes a Change in Control or an event occurs that would have been a
Change in Control but for the existence of one of the Change in Control
exceptions pursuant to Section 3.8(a)(2) of the Indenture; or

                  (7) for the ten Business Day period after any five consecutive
Trading Day period in which the average Trading Prices for the Securities for
such five Trading Day period was less than 98% of the average Conversion Value
for the Securities during such period; provided, however, that a Holder may not
convert its Securities pursuant to this clause (7) if, on the Conversion Date,
the Closing Price per share of Common Stock is greater than or equal to the then
current Conversion Price of the Securities and less than or equal to 120% of the
then current Conversion Price of the Securities.

         Provisions of the Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

         A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities into Common Stock,
and only to the extent such Securities are deemed to have been converted into
Common Stock pursuant to Article 4 of the Indenture.

         The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 23.1482
shares of Common Stock for each $1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in the
Indenture. The "Conversion Price" shall initially equal $1,000 divided by the
Conversion Rate.

         No fractional shares will be issued upon conversion; in lieu thereof,
an amount will be paid in cash based upon the Closing Price (as defined in the
Indenture) of the Common Stock on the Trading Day immediately prior to the
Conversion Date.

         To convert a Note, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Note to a

                                       A-8

<PAGE>

Conversion Agent, (c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent, and (d) pay any transfer or
similar tax, if required. Notes so surrendered for conversion (in whole or in
part) during the period from the close of business on any Regular Record Date to
the opening of business on the next succeeding Interest Payment Date (excluding
(1) Notes or portions thereof called for redemption or presented for repurchase
upon a Redemption Date, a Change in Control Repurchase Date or a Put Right
Purchase Date, as the case may be, with such date occurring during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the fifth Business Day after the next succeeding Interest
Payment Date or (2) Notes that are submitted for conversion between the Regular
Record Date for the final interest payment and the opening of business on the
final Interest Payment Date) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Note then being converted,
and such interest shall be payable to such registered Holder notwithstanding the
conversion of such Note, subject to the provisions of the Indenture relating to
the payment of defaulted interest by the Company. If the Company defaults in the
payment of interest payable on such Interest Payment Date the Company shall
promptly repay such funds to such Holder. A Holder may convert a portion of a
Note equal to $1,000 or any integral multiple thereof.

         A Note in respect of which a Holder had delivered a Change in Control
Repurchase Notice or Put Right Purchase Notice exercising the option of such
Holder to require the Company to repurchase such Note may be converted only if
the Change in Control Repurchase Notice or Put Right Purchase Notice, as
applicable, is withdrawn in accordance with the terms of the Indenture.

10.      SUBORDINATION

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. Any Holder
by accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

11.      DENOMINATIONS, TRANSFER, EXCHANGE

         The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

                                       A-9

<PAGE>

12.      PERSONS DEEMED OWNERS

         The Holder of a Note may be treated as the owner of it for all
purposes.

13.      UNCLAIMED MONEY

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

14.      AMENDMENT, SUPPLEMENT AND WAIVER

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and an existing
default or Event of Default and its consequence or compliance with any provision
of the Indenture or the Notes may be waived in a particular instance with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without the consent of or notice to any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency or make any other
change that does not adversely affect the rights of any Holder.

15.      SUCCESSOR ENTITY

         When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) shall be released from those
obligations.

16.      DEFAULTS AND REMEDIES

         Under the Indenture, an Event of Default includes: (i) a default for 30
days in payments of interest (including Liquidated Damages, if any) on any
Notes; (ii) a default in payment of any principal of the Notes when due; (iii)
failure by the Company to deliver shares of Common Stock, together with cash
instead of fractional shares, when those shares of Common Stock or cash instead
of fractional shares are required to be delivered upon conversion of Securities
pursuant to Article 4 of the Indenture, and such failure continues for 10 days
after the date they are required to be delivered; (iv) failure by the Company
for 5 days after notice to provide a notice of a Change in Control; (v) failure
by the Company for 30 days after notice to comply with any of its other terms,
covenants or agreements contained in the Indenture or the Notes; (vi) certain
defaults in the payment of certain indebtedness of the Company or (vii) certain
events of bankruptcy, insolvency or reorganization of the Company or any
Significant Subsidiary.

         If an Event of Default (other than as a result of certain events of
bankruptcy, insolvency or reorganization of the Company or any Significant
Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then

                                      A-10

<PAGE>

outstanding may declare all unpaid principal to the date of acceleration on the
Notes then outstanding to be due and payable immediately, all as and to the
extent provided in the Indenture. If an Event of Default occurs as a result of
certain events of bankruptcy, insolvency or reorganization of the Company or any
Significant Subsidiary, unpaid principal of the Notes then outstanding shall
become due and payable immediately without any declaration or other act on the
part of the Trustee or any Holder, all as and to the extent provided in the
Indenture. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding notice is in
their interests. The Company is required to file periodic reports with the
Trustee as to the absence of default.

17.      TRUSTEE DEALINGS WITH THE COMPANY

         U.S. Bank National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

18.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

19.      AUTHENTICATION

         This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Note.

20.      ABBREVIATIONS AND DEFINITIONS

         Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

         All terms defined in the Indenture and used in this Note but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

21.      INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be
governed by, and construed in

                                      A-11

<PAGE>

accordance with, the laws of the State of New York, without regard to principals
of conflicts of law.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Emulex
Corporation, 3535 Harbor Boulevard, Costa Mesa, California 92626 (714) 662-5600,
Attention: Investor Relations.

                                      A-12

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

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

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

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

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

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

and irrevocably appoint

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

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

                                         Your Signature:

Date:
     -------------------------           ---------------------------------------
                                         (Sign exactly as your name appears on
                                         the other side of this Note)

*Signature guaranteed by:

By:
   ---------------------------

         *        The signature must be guaranteed by an institution which is a
                  member of one of the following recognized signature guaranty
                  programs: (i) the Securities Transfer Agent Medallion Program
                  (STAMP); (ii) the New York Stock Exchange Medallion Program
                  (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
                  (iv) such other guaranty program acceptable to the Trustee.

                                      A-13

<PAGE>

                                CONVERSION NOTICE

         To convert this Note into Common Stock of the Company, check the box: [
]

         To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a integral multiple of $1,000): $_____________

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

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

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

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

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

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

                                         Your Signature:

Date:
     -------------------------             -------------------------------------
                                           (Sign exactly as your name appears on
                                           the other side of this Note)

*Signature guaranteed by:

By:
   ---------------------------

         *        The signature must be guaranteed by an institution which is a
                  member of one of the following recognized signature guaranty
                  programs: (i) the Securities Transfer Agent Medallion Program
                  (STAMP); (ii) the New York Stock Exchange Medallion Program
                  (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
                  (iv) such other guaranty program acceptable to the Trustee.

                                      A-14

<PAGE>

                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE IN CONTROL

To:  Emulex Corporation

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Emulex Corporation (the "Company") as to
the occurrence of a Change in Control with respect to the Company and requests
and instructs the Company to repurchase the entire principal amount of this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Repurchase Price, to the
registered Holder hereof.

Date:
       ----------------------            ---------------------------------------

                                         ---------------------------------------
                                         Signature(s)

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

                                         ---------------------------------------
                                         Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

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

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.

                                      A-15

<PAGE>

                            OPTION TO ELECT PURCHASE
                               ON SPECIFIED DATES

To:  Emulex Corporation

         The undersigned hereby requests and instructs Emulex Corporation to
purchase the entire principal amount of this Security, or the portion thereof
(which is $1,000 or an integral multiple thereof) below designated, on December
15, ______ in accordance with the terms of the Indenture referred to in this
Security at the Put Right Purchase Price to the registered Holder hereof.

Date:
      -----------------------            ---------------------------------------
                                         Signature(s) must be guaranteed by a
                                         qualified guarantor institution
                                         with membership in an approved
                                         signature guarantee program
                                         pursuant to Rule 17Ad-15 under the
                                         Securities Exchange Act of 1934.

                                         ---------------------------------------
                                         Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

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

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.

                                      A-16

<PAGE>

                        SCHEDULE OF EXCHANGES OF NOTES(3)

         The following exchanges, purchase, redemptions, repurchases or
conversions of a part of this global Note have been made:

  PRINCIPAL
AMOUNT OF THIS
 GLOBAL NOTE                         AMOUNT OF          AMOUNT OF
FOLLOWING SUCH    AUTHORIZED        DECREASE IN        INCREASE IN
DECREASE DATE     SIGNATORY OF       PRINCIPAL          PRINCIPAL
 OF EXCHANGE       SECURITIES       AMOUNT OF THIS     AMOUNT OF THIS
(OR INCREASE)      CUSTODIAN         GLOBAL NOTE        GLOBAL NOTE

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

(3) This schedule should be included only if the Security is a global Security.

                                      A-17

<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                    OF TRANSFER OF RESTRICTED SECURITIES(4 )

Re:      0.25% Convertible Subordinated Notes due December 15, 2023 (the
         "Notes") of Emulex Corporation

         This certificate relates to $_____________ principal amount of Notes
owned in (check applicable box)

         [ ] book-entry or [ ] definitive form by ___________(the "Transferor").

         The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Notes.

         In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in Section 2.12 of the Indenture
dated as of December 12, 2003 between Emulex Corporation and U.S. Bank National
Association, as trustee (the "Indenture"), and the transfer of such Note is
being made pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act") (check applicable box) or the
transfer or exchange, as the case may be, of such Note does not require
registration under the Securities Act because (check applicable box):

         [ ]      Such Note is being transferred pursuant to an effective
                  registration statement under the Securities Act.

         [ ]      Such Note is being acquired for the Transferor's own
                  account, without transfer.

         [ ]      Such Note is being transferred to the Company or a
                  Subsidiary (as defined in the Indenture) of the Company.

         [ ]      Such Note is being transferred to a person the Transferor
                  reasonably believes is a "qualified institutional buyer" (as
                  defined in Rule 144A or any successor provision thereto ("Rule
                  144A") under the Securities Act) that is purchasing for its
                  own account or for the account of a "qualified institutional
                  buyer", in each case to whom notice has been given that the
                  transfer is being made in reliance on such Rule 144A, and in
                  each case in reliance on Rule 144A.

         [ ]      Such Note is being transferred pursuant to and in compliance
                  with an exemption from the registration requirements under the
                  Securities Act in accordance with Rule 144 (or any successor
                  thereto) ("Rule 144") under the Securities Act.

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

         (4) This certificate should only be included if this Security is a
Transfer Restricted Security.

                                      A-18

<PAGE>

         [ ]      Such Note is being transferred to a non-U.S. Person in an
                  offshore transaction in compliance with Rule 904 of Regulation
                  S under the Securities Act (or any successor thereto).

         [ ]      Such Note is being transferred pursuant to and in compliance
                  with an exemption from the registration requirements of the
                  Securities Act (other than an exertion referred to above) and
                  as a result of which such Note will, upon such transfer, cease
                  to be a "restricted security" within the meaning of Rule 144
                  under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Notes in the form of beneficial interests in a global Note which
is a "restricted security" within the meaning of Rule 144 under the Securities
Act, then such transfer can only be made pursuant to (i) Rule 144A under the
Securities Act and such transferee must be a "qualified institutional buyer" (as
defined in Rule 144A) or (ii) Regulation S under the Securities Act.

Date:
      ----------------------            ---------------------------------------
                                        (Insert Name of Transferor)

                                      A-19