<PAGE>

                                                                    EXHIBIT 4(e)

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

                        COEUR D'ALENE MINES CORPORATION

                                    AS ISSUER

                  13 3/8% CONVERTIBLE SENIOR SUBORDINATED NOTES
                              DUE DECEMBER 31, 2003

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


                                    INDENTURE

                            DATED AS OF MAY 31, 2002

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




                              THE BANK OF NEW YORK

                                   AS TRUSTEE


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


<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                      <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE........................................1
        Section 1.1   Definitions...........................................................1
        Section 1.2   Other Definitions.....................................................7
        Section 1.3   Incorporation by Reference of Trust Indenture Act.....................8
        Section 1.4   Rules of Construction.................................................8

ARTICLE II THE SECURITIES...................................................................8
        Section 2.1   Form and Dating.......................................................8
        Section 2.2   Execution and Authentication.........................................10
        Section 2.3   Registrar, Paying Agent and Conversion Agent.........................10
        Section 2.4   Paying Agent to Hold Money in Trust..................................11
        Section 2.5   Noteholder Lists.....................................................11
        Section 2.6   Transfer and Exchange................................................11
        Section 2.7   Replacement Securities...............................................14
        Section 2.8   Outstanding Securities...............................................14
        Section 2.9   Treasury Securities..................................................15
        Section 2.10  Temporary Securities.................................................15
        Section 2.11  Cancellation.........................................................15
        Section 2.12  Transfer of Interests in Global Securities...........................15
        Section 2.13  Defaulted Interest...................................................15

ARTICLE III REDEMPTION AND REPURCHASE......................................................15
        Section 3.1   Notices to Trustee...................................................15
        Section 3.2   Selection of Securities to be Redeemed...............................16
        Section 3.3   Notice of Redemption.................................................16
        Section 3.4   Effect of Notice of Redemption.......................................17
        Section 3.5   Deposit of Redemption Price..........................................17
        Section 3.6   Securities Redeemed in Part..........................................17
        Section 3.7   Optional Redemption..................................................17
        Section 3.8   Designated Event Offer...............................................17

ARTICLE IV COVENANTS.......................................................................19
        Section 4.1   Payment of Securities................................................19
        Section 4.2   SEC Reports..........................................................20
        Section 4.3   Compliance Certificate...............................................20
        Section 4.4   Stay, Extension and Usury Laws.......................................20
        Section 4.5   Corporate Existence..................................................21
        Section 4.6   Taxes................................................................21
        Section 4.7   Designated Event.....................................................21
        Section 4.8   Stockholder Rights Plan..............................................21
        Section 4.9   Incurrence of Senior Debt or Pari Passu Debt.........................22
        Section 4.10  Incurrence of Indebtedness and Issuance of Equity Securities.........22

</TABLE>

                                    i

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                      <C>
        Section 4.11  Senior Debt..........................................................22

ARTICLE V CONVERSION.......................................................................22
        Section 5.1   Conversion Privilege.................................................22
        Section 5.2   Conversion Procedure.................................................23
        Section 5.3   Fractional Shares....................................................24
        Section 5.4   Taxes on Conversion..................................................24
        Section 5.5   Company to Provide Stock.............................................24
        Section 5.6   Adjustment of Conversion Price.......................................24
        Section 5.7   No Adjustment........................................................28
        Section 5.8   Other Adjustments....................................................28
        Section 5.9   Adjustments for Tax Purposes.........................................28
        Section 5.10  Adjustments by the Company...........................................28
        Section 5.11  Notice of Adjustment.................................................28
        Section 5.12  Notice of Certain Transactions.......................................29
        Section 5.13  Effect of Reclassifications, Consolidations, Mergers or Sales on
                      Conversion Privilege.................................................29
        Section 5.14  Trustee's Disclaimer.................................................30
        Section 5.15  Automatic Conversion by the Company..................................30
        Section 5.16  Voluntary Conversion by Holders......................................32

ARTICLE VI SUBORDINATION...................................................................33
        Section 6.1   Agreement to Subordinate.............................................33
        Section 6.2   No Payment on Securities if Senior Debt in Default...................33
        Section 6.3   Distribution on Acceleration of Securities; Dissolution and
                      Reorganization; Subrogation of Securities............................34
        Section 6.4   Reliance by Senior Debt on Subordination Provisions..................37
        Section 6.5   No Waiver of Subordination Provisions................................37
        Section 6.6   Trustee's Relation to Senior Debt....................................38
        Section 6.7   Other Provisions Subject Hereto......................................38
        Section 6.8   Certain Conversions, Interest Payments and Repurchases in Common
                      Stock Deemed Payment.................................................38

ARTICLE VII SUCCESSORS.....................................................................39
        Section 7.1   Merger, Consolidation or Sale of Assets..............................39
        Section 7.2   Successor Corporation Substituted....................................40

ARTICLE VIII DEFAULTS AND REMEDIES.........................................................40
        Section 8.1   Events of Default....................................................40
        Section 8.2   Acceleration.........................................................41
        Section 8.3   Other Remedies.......................................................42
        Section 8.4   Waiver of Past Defaults..............................................42
        Section 8.5   Control by Majority..................................................42
        Section 8.6   Limitation on Suits..................................................42
        Section 8.7   Rights of Noteholders to Receive Payment.............................43

</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
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                                                                                          ----
<S>                                                                                      <C>
        Section 8.8   Collection Suit by Trustee...........................................43
        Section 8.9   Trustee May File Proofs of Claim.....................................43
        Section 8.10  Priorities...........................................................43
        Section 8.11  Undertaking for Costs................................................43

ARTICLE IX TRUSTEE.........................................................................44
        Section 9.1   Duties of Trustee....................................................44
        Section 9.2   Rights of Trustee....................................................45
        Section 9.3   Individual Rights of Trustee.........................................46
        Section 9.4   Trustee's Disclaimer.................................................46
        Section 9.5   Notice of Defaults...................................................46
        Section 9.6   Reports by Trustee to Noteholders....................................46
        Section 9.7   Compensation and Indemnity...........................................46
        Section 9.8   Replacement of Trustee...............................................47
        Section 9.9   Successor Trustee by Merger, Etc.....................................48
        Section 9.10  Eligibility; Disqualification........................................48
        Section 9.11  Preferential Collection of Claims Against Company....................48
        Section 9.12  Sections Applicable to Registrar, Paying Agent and Conversion Agent..48

ARTICLE X DISCHARGE OF INDENTURE...........................................................49
        Section 10.1  Termination of Company's Obligations.................................49
        Section 10.2  Repayment to Company.................................................49

ARTICLE XI AMENDMENTS, SUPPLEMENTS AND WAIVERS.............................................49
        Section 11.1  Without Consent of Noteholders.......................................49
        Section 11.2  With Consent of Noteholders..........................................50
        Section 11.3  Compliance with Trust Indenture Act..................................51
        Section 11.4  Revocation and Effect of Consents....................................51
        Section 11.5  Notation on or Exchange of Securities................................51
        Section 11.6  Trustee Protected....................................................51

ARTICLE XII MISCELLANEOUS..................................................................52
        Section 12.1  Trust Indenture Act Controls.........................................52
        Section 12.2  Notices..............................................................52
        Section 12.3  Communication by Noteholders with Other Noteholders..................52
        Section 12.4  Certificate and Opinion as to Conditions Precedent...................52
        Section 12.5  Statements Required in Certificate or Opinion........................53
        Section 12.6  Rules by Trustee and Agents..........................................53
        Section 12.7  Legal Holidays.......................................................53
        Section 12.8  No Recourse Against Others...........................................53
        Section 12.9  Counterparts.........................................................53
        Section 12.10 Variable Provisions..................................................53
        Section 12.11 Governing Law........................................................54
        Section 12.12 No Adverse Interpretation of Other Agreements........................54
        Section 12.13 Successors...........................................................54

</TABLE>

                                      iii
<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                      <C>
        Section 12.14 Severability.........................................................54
        Section 12.15 Table of Contents Headings, Etc......................................55
        Section 12.16 WAIVER OF JURY TRIAL.................................................55
        Section 12.17 Jurisdiction.........................................................55
</TABLE>


Exhibit A - Form of Convertible Senior Subordinated Note

Exhibit B - Form of Certificate to be Delivered in Connection with
            Transfers to Institutional Accredited Investors

Exhibit C - Form of Certificate to be Delivered in Connection with
            Transfers Pursuant to Rule 144A


                                       iv
<PAGE>

        INDENTURE dated as of May 31, 2002 between Coeur d'Alene Mines
Corporation, an Idaho corporation (the "Company"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee").

        Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the holders of the Company's 13 3/8%
Convertible Senior Subordinated Notes due December 31, 2003 issued hereunder
(the "Securities"):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

        Section 1.1 Definitions.

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

        "Agent" means any Registrar, Paying Agent, Conversion Agent or
co-registrar.

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

        "Board Resolution" means a duly authorized resolution of the Board of
Directors.

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

        "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of equity interests in any
entity, including, without limitation, corporate stock and partnership
interests.

     "Change of Control" means any event where: (i) any "person" or "group" (as
such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) of shares representing more than 50% of the combined voting power
of the then outstanding securities entitled to vote generally in elections of
directors of the Company ("Voting Stock"), (ii) the Company consolidates with or
merges into any other corporation, or any other corporation merges into the
Company, and, in the case of any such transaction, the outstanding Common Stock
of the Company is reclassified into or exchanged for any other property or
security, unless the stockholders of the Company immediately before such
transaction own, directly or indirectly immediately following such transaction,
at least a majority of the combined voting power of the outstanding voting
securities of the corporation resulting from such transaction in substantially
the same proportion as their ownership of the Voting Stock immediately before
such transaction, (iii) the Company conveys,


                                       1
<PAGE>

transfers or leases all or substantially all of its assets (other than to a
wholly-owned subsidiary of the Company) or any Subsidiary conveys, transfers, or
leases assets representing all or substantially all of the assets of the Company
and its Subsidiaries taken as a whole (iv) any time the Continuing Directors do
not constitute a majority of the Board of Directors of the Company (or, if
applicable, a successor corporation to the Company); provided, that a Change of
Control shall not be deemed to have occurred if at least 90% of the
consideration (excluding cash payments for fractional shares) in the transaction
or transactions constituting the Change of Control consists of shares of common
stock that are, or upon issuance will be, traded on a United States national
securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States.

        "Common Stock" means the common stock of the Company as the same exists
at the date of the execution of this Indenture or as such stock may be
constituted from time to time.

        "Company" means the party named as such above until a successor replaces
it in accordance with Article VII and thereafter means the successor.

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

        "Continuing Directors" means as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of this Indenture or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such board at the time of such
nomination or election.

        "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust Administration - Global Finance Unit, or such
other address as the Trustee may designate from time to time by notice to the
holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the holders and the Company).

        "Custodian" means The Bank of New York, as custodian with respect to the
Global Securities, or any successor entity thereto.

        "Daily Market Price" means the price of a share of Common Stock on the
relevant date, determined (a) on the basis of the last reported sale price
regular way of the Common Stock as reported on the NYSE, or if the Common Stock
is not then listed on the NYSE, as reported on such national securities exchange
upon which the Common Stock is listed, or (b) if there is no such reported sale
on the day in question, on the basis of the average of the closing bid and asked
quotations regular way as so reported, or (c) if the Common Stock is not listed
on the NYSE or on any national securities exchange, on the basis of the average
of the high bid and low asked quotations regular way on the day in question in
the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotation System, or if not so quoted, as reported
by National Quotation Bureau, Incorporated, or a similar organization.


                                       2
<PAGE>

        "Default" means any event that is, or with the passage of time or the
giving of notice or both, would be an Event of Default.

        "Depositary" means The Depository Trust Company, its nominees and their
respective successors.

        "Designated Event" means the occurrence of a Change of Control or a
Termination of Trading.

        "Designated Senior Debt" means all Senior Debt which, at the date of
determination, has an aggregate principal amount outstanding of, or commitments
to lend up to, at least $10 million and is specifically designated by the
Company in the instrument evidencing or governing such Senior Debt as
"Designated Senior Debt" for purposes of this Indenture (provided, that such
instrument may place limitations and conditions on the right of such Senior Debt
to exercise the rights of Designated Senior Debt).

        "Excess Payment" means the excess of (a) the aggregate of the cash and
fair market value of other consideration paid by the Company or any of its
Subsidiaries with respect to the shares acquired in a tender offer or other
negotiated transaction over (b) the Daily Market Price of such acquired shares
on the Trading Day immediately after giving effect to the completion of such
tender offer or other negotiated transaction.

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

        "Existing Debentures" means the Company's 6% Convertible Subordinated
Debentures due June 10, 2002, 6 3/8% Convertible Subordinated Debentures due
January 31, 2004 and 7 1/4% Convertible Subordinated Debentures due October 31,
2005.

        "Existing Senior Subordinated Notes" means the Company's 13 3/8%
Convertible Senior Subordinated Notes due December 31, 2003 issued pursuant to
that certain Indenture dated as of August 1, 2001 between the Company, as
issuer, and The Bank of New York, as trustee.

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

        "Global Securities" means a permanent global note that contains the
Global Securities Legend referred to in the form of Security and Schedule A
attached thereto, as attached hereto as Exhibit A, and that is deposited with
and registered in the name of the Depositary.

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


                                       3
<PAGE>

        "Indebtedness" means, with respect to any person, all obligations,
whether or not contingent, of such person (i)(a) for borrowed money (including,
but not limited to, any indebtedness secured by a security interest, mortgage or
other lien on the assets of such person which is (1) given to secure all or part
of the purchase price of property subject thereto, whether given to the vendor
of such property or to another, or (2) existing on property at the time of
acquisition thereof), (b) evidenced by a note, debenture, bond or other written
instrument, (c) under a lease required to be capitalized on the balance sheet of
the lessee under GAAP or under any lease or related document (including a
purchase agreement) which provides that such person is contractually obligated
to purchase or to cause a third party to purchase such leased property, (d) in
respect of letters of credit, bank guarantees or bankers' acceptances, (e) with
respect to Indebtedness secured by a mortgage, pledge, lien, encumbrance, charge
or adverse claim affecting title or resulting in an encumbrance to which the
property or assets of such person are subject, whether or not the obligation
secured thereby shall have been assumed or Guaranteed by or shall otherwise be
such person's legal liability, (f) in respect of the balance of deferred and
unpaid purchase price of any property or assets, and (g) under interest rate or
currency swap agreements, cap, floor and collar agreements, spot and forward
contracts and similar agreements and arrangements; (ii) with respect to any
obligation of others of the type described in the preceding clause (i) or under
clause (iii) below, assumed by or guaranteed in any manner by such person or in
effect guaranteed by such person through an agreement to purchase (including,
without limitation, "take or pay" and similar arrangements), contingent or
otherwise (and the obligations of such person under any such assumptions,
Guarantees or other such arrangements); and (iii) any and all deferrals,
renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any of the foregoing.

        "Indenture" means this Indenture, as amended from time to time.

        "Issuance Date" means the date on which the Securities are first
authenticated and issued.

        "Material Subsidiary" means any Subsidiary of the Company which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act (as such Regulation is in effect on the date
hereof).

        "Maturity" when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided.

        "Noteholder" or "holder" means a person in whose name a Security is
registered.

        "NYSE" means the New York Stock Exchange.

        "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

        "Officers' Certificate" means a certificate signed by two Officers, one
of whom must be the Chairman of the Board, the President, the Treasurer or a
Vice-President of the Company. See Sections 12.4 and 12.5 hereof.


                                       4
<PAGE>

        "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee. See Sections 12.4 and 12.5 hereof.

        "Original Issue Discount Legend" means the legend set forth in the first
paragraph of Exhibit A hereto.

        "Pari Passu Debt" means any Indebtedness of the Company that ranks pari
passu with the Securities in right of payment.

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

        "principal" of a debt security means the principal of the security plus
the premium, if any, on the security.

        "Registration Rights Agreement" means the Registration Rights Agreement
dated May 31, 2002 among the Company and the each of the holders party thereto.

        "Remaining Debentures" means the Company's 6 3/8% Convertible
Subordinated Debentures due January 31, 2004 and 7 1/4% Convertible Subordinated
Debentures due October 31, 2005.

        "Representative" means the trustee, agent or representative (if any) for
an issue of Senior Debt.

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

        "Restricted Securities Legend" means the legend set forth in the third
paragraph of Exhibit A hereto.

        "SEC" means the Securities and Exchange Commission.

        "Securities" means the Company's 13 3/8% Convertible Senior Subordinated
Notes due December 31, 2003 issued, authenticated and delivered under this
Indenture.

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

        "Senior Debt" means the principal of, interest on, fees costs and
expenses in connection with and other amounts due on Indebtedness of the
Company, whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or Guaranteed by the Company, unless, in


                                       5
<PAGE>

the instrument creating or evidencing or pursuant to which such Indebtedness is
outstanding, it is expressly provided that such Indebtedness is not senior in
right of payment to the Securities. Senior Debt includes, with respect to the
obligations described above, interest accruing, pursuant to the terms of such
Senior Debt, on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not post-filing interest is
allowed in such proceeding, at the rate specified in the instrument governing
the relevant obligation. Notwithstanding anything to the contrary in the
foregoing, Senior Debt shall not include: (a) Indebtedness of or amounts owed by
the Company for compensation to employees, or for goods, services or materials
purchased in the ordinary course of business; (b) Indebtedness of the Company to
a Subsidiary of the Company; or (c) the Securities, the Existing Senior
Subordinated Notes or the Existing Debentures. For the purposes of this
definition of Senior Debt under this Indenture, it is the intent of the parties
hereto that the Securities issued under this Indenture be "Senior Debt" (as
defined under that certain Indenture dated June 10, 1987 between the Company and
Citibank, N.A., that certain Indenture dated January 26, 1994 between the
Company and Bankers Trust Company, and that certain Indenture dated October 15,
1997 between the Company and Bankers Trust Company (together, the "Existing
Debentures Indentures")) for purposes of the Existing Debentures Indentures and
the Existing Debentures, and in furtherance thereof, the parties hereto agree
that nothing contained in this Indenture or in the definition of Senior Debt
under this Indenture is meant to or shall be construed to expressly provide that
the Securities issued under this Indenture are not senior in right of payment to
the Existing Debentures.

        "Shelf Registration Statement" means a shelf registration statement
filed with the SEC pursuant to Rule 415 under the Securities Act relating to the
resale of the Securities and the Common Stock issuable upon conversion of the
Securities, which the Company is required to use its best efforts to file
pursuant to the terms of the Registration Rights Agreement.

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

        "Termination of Trading" means an event where the Common Stock (or other
common stock into which the Securities are then convertible) is neither listed
for trading on a United States national securities exchange nor approved for
trading on an established automated over-the-counter trading market in the
United States.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of execution of this Indenture.

        "Trading Day" shall mean (A) if the applicable security is listed or
admitted for trading on the NYSE or another national securities exchange, a day
on which the NYSE or another national securities exchange is open for business,
(B) if the applicable security is quoted on the NYSE, a day on which trades may
be made thereon or (c) if the applicable security is not so listed, admitted for
trading or quoted, any day other than a Saturday or Sunday or a day on which


                                       6
<PAGE>

banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

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

        "Unrestricted Security" means a Global Security or a certificated
Security that does not bear, and is not hereunder required to bear, the
Restricted Securities Legend.

        Section 1.2 Other Definitions.


<TABLE>
<CAPTION>
Term                                      Defined In Section             Page
----                                      ------------------             ----
<S>                                        <C>                         <C>
Additional Interest.........................Section 5.15(b)...............30
Additional Voluntary Conversion Interest....Section 5.16(a)...............32
Agent Members...............................Section 2.1...................10
Automatic Conversion Date...................Section 5.15(b)...............30
Automatic Conversion Notice.................Section 5.15(c)...............31
Automatic Conversion........................Section 5.15(a)...............30
Bankruptcy Custodian........................Section 8.1...................41
Bankruptcy Law..............................Section 8.1...................41
Commencement Date...........................Section 3.8(b)................17
Conversion Agent............................Section 2.3...................10
Conversion Date.............................Section 5.2...................23
Conversion Price............................Section 5.1...................22
Conversion Shares...........................Section 5.6(c)................25
Designated Event Payment Date...............Section 3.8(b)................17
Designated Event Payment....................Section 3.8(b)................18
Distribution Date...........................Section 5.6(c)................25
Distribution Record Date....................Section 5.6(d)................26
Event of Default............................Section 8.1...................40
IAI Global Security.........................Section 2.1(b)................9
Legal Holiday...............................Section 12.7..................53
Notice of Default...........................Section 8.1(e)................40
Officer.....................................Section 12.10.................53
Paying Agent................................Section 2.3...................10
Payment Blockage Notice.....................Section 6.2...................33
Payment Blockage Period.....................Section 6.2...................33
Payment Default.............................Section 8.1(f)................41
Purchase Date...............................Section 5.6(e)................26
QIB Global Security.........................Section 2.1(b)................9
Registrar...................................Section 2.3...................10
Rights......................................Section 5.6(c)................25
Tender Period...............................Section 3.8(b)................17

</TABLE>


                                       7
<PAGE>

        Section 1.3 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

            "indenture securities" means the Securities;

            "indenture security holder" means a Noteholder;

            "indenture to be qualified" means this Indenture;

            "indenture trustee" or "institutional trustee" means the Trustee;
and

            "obligor" on the Securities means the Company or any other obligor
on the Securities.

        All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

        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 consistently applied;

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

            (d) "or" is not exclusive;

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

            (f) provisions apply to successive events and transactions.

                                   ARTICLE II

                                 THE SECURITIES

        Section 2.1 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be in substantially the form of Exhibit A
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The Company shall furnish any such legend not contained in


                                       8
<PAGE>

Exhibit A to the Trustee in writing. Each Security shall be dated the date of
its authentication. The terms and provisions of the Securities set forth in
Exhibit A are part of the terms of this Indenture and to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. The
Securities are not senior in right of payment to the Existing Senior
Subordinated Notes and shall rank pari passu in right of payment with the
Existing Senior Subordinated Notes.

            (a) Certificated Securities. Securities shall be issued initially on
the Issuance Date in the form of one or more certificated Securities, which
shall be in definitive, fully registered form without interest coupons, shall
bear the Restricted Securities Legend and the Original Issue Discount Legend. On
such date, the Company shall prepare, execute and deliver such certificated
Securities to the Trustee, and the Trustee shall, in accordance with Section
2.2, cause such certificated Securities to be authenticated and delivered to the
holders.

            (b) Global Securities. If any holder elects to surrender a
certificated Security in exchange for a Global Security, the Company shall issue
and the Trustee shall authenticate a Global Security, provided that any and all
of the Depositary's requirements with respect thereto are satisfied. Securities
issued in the form of one or more Global Securities (the "QIB Global Security"
and/or the "IAI Global Security"), shall be in definitive, fully registered form
without interest coupons, shall bear the Original Issue Discount Legend and
(unless and until such time as the Security is registered pursuant to an
effective registration statement under the Securities Act) the Restricted
Securities Legend, and shall be deposited on behalf of the holders of the
Securities represented thereby with the Trustee, at its office at 101 Barclay
Street, New York, NY 10286, Attention: Corporate Trust Administration - Global
Finance Unit, as Custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee
as hereinafter provided.

            Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Securities from time to time
endorsed thereon and that the aggregate amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement 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 or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the holder thereof as required by Section 2.6 hereof.

            The QIB Global Security, the IAI Global Security and the
Unrestricted Security shall each be issued with a separate CUSIP number. The
certificated Securities delivered on the Issuance Date shall be issued with the
CUSIP number assigned to the QIB Global Security.

            (c) Book-Entry Provisions. Upon the request of a holder made
pursuant to Section 2.1(b), the Company shall execute and the Trustee shall, in
accordance with this Section 2.1(c), authenticate and deliver one or more Global
Securities that (a) shall be registered in the name of the Depositary or nominee
of the Depositary and (b) shall be delivered by the


                                       9
<PAGE>

Trustee to such Depositary or pursuant to such Depositary's instructions or held
by the Trustee as Custodian for the Depositary pursuant to a FAST Balance
Certificate Agreement between the Depositary and the Trustee.

            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 by the Trustee as the Custodian of the
Depositary or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of 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 impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

            (d) Original Issue Discount. Each Security shall bear an Original
Issue Discount Legend.

        Section 2.2 Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature.

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

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

        Upon a written order of the Company signed by two Officers, the Trustee
shall authenticate the Securities for original issue up to an aggregate
principal amount of $21,479,000. The aggregate principal amount of Securities
outstanding at any time shall not exceed such amount except as provided in
Section 2.7.

        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 has the same rights as an Agent to deal with the Company or
an Affiliate.

        Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company
shall maintain in the Borough of Manhattan, City of New York, State of New York
(i) an office or agency where Securities may be presented for registration of
transfer or for exchange ("Registrar"), (ii) an office or agency where
Securities may be presented for payment ("Paying Agent") and (iii) an office or
agency where Securities may be presented for conversion ("Conversion Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint the Registrar, the Paying Agent and the
Conversion Agent. The Company may appoint one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents in such
other locations as it shall determine;


                                       10
<PAGE>

provided that no such designation shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York, State of New York, for such purposes. The term "Paying Agent"
includes any additional paying agent and the term "Conversion Agent" includes
any additional conversion agent. The Company may change any Paying Agent,
Registrar, co-registrar or Conversion Agent without prior notice to any
Noteholder. 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 appoint or maintain
another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall
act as such. The Company or any of its Affiliates may act as Paying Agent,
Registrar, co-registrar or Conversion Agent. The Company initially appoints the
Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the
Trustee hereby accepts such appointments and each of the Corporate Trust Office
of the Trustee at 101 Barclay Street, New York, NY 10286, Attention: Corporate
Trust Administration - Global Finance Unit.

        Section 2.4 Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Noteholders or the Trustee
all money held by the Paying Agent for the payment of principal of, premium, if
any, or interest on the Securities, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee and to account for any money disbursed by it. Upon payment over
to the Trustee, the Paying Agent (if other than the Company or any Affiliate of
the Company) shall have no further liability for the money. If the Company or an
Affiliate of the Company acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Noteholders all money held by it as
Paying Agent.

        Section 2.5 Noteholder 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 Noteholders. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee on or before each interest payment date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Noteholders.

        Section 2.6 Transfer and Exchange. (a) Where Securities are presented to
the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request. No service charge shall be
made for any registration of transfer or exchange (except as otherwise expressly
permitted herein), but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge
payable upon exchanges pursuant to Sections 2.6, 2.10, 3.6 or 11.5 hereof).

        The Company and the Registrar shall not be required (i) to issue,
register the transfer of, or exchange Securities during a period beginning at
the opening of business 20 days before the day of any selection of Securities
for redemption under Section 3.2 hereof and ending at the


                                       11
<PAGE>

close of business on the day of selection, (ii) to exchange or register the
transfer of any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part or (iii) to issue,
register the transfer of or exchange Securities submitted for repurchase (and
not withdrawn) under Section 4.7 hereof.

               (b) Restrictions on Transfer and Exchange of Global
Securities. (i) The transfer and exchange of Global Securities or beneficial
interests therein shall be effected through the Depositary, in accordance with
this Indenture and the procedures of the Depositary therefor. Notwithstanding
the aforementioned, a Global Security may not be transferred as a whole except
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.

                   (ii) Unless and until such time as a Security is sold
pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act, the following provisions shall apply:

                        (x) Transfers to Non-QIBs. The following provisions
shall apply with respect to the registration of any proposed transfer of a
Security bearing the Restricted Security Legend to any person that is not a QIB:

                            (A) The Registrar shall register the transfer of any
Security bearing the Restricted Securities Legend by a holder to any person that
is not a QIB if (X) the requested transfer is (I) at least two years after the
later of (a) the Issuance Date with respect to such Security and (b) the date
such Security was acquired from an affiliate (for purposes of this Section
2.6(b), "affiliate" shall have the meaning assigned to such term in Rule 144(a)
under the Securities Act) of the Company and (II) at least three months after
the last date such holder was an affiliate of the Company or (Y) the proposed
transferee has delivered to the Registrar a letter substantially in the form set
forth in Exhibit B hereto.

                            (B) If the proposed transferee is an Agent Member
and the Security bearing the Restricted Securities Legend to be transferred
consists of a beneficial interest in the QIB Global Security, upon receipt by
the Registrar of (X) the letter, if any, required by paragraph (A) above and (Y)
instructions given in accordance with the Depositary's and the Registrar's
procedures therefor, the Registrar shall reflect on its books and records the
date and an increase in the principal amount of the IAI Global Security in an
amount equal to the principal amount of the beneficial interest in the QIB
Global Security to be so transferred and the Registrar shall reflect on its
books and records the date and an appropriate decrease in the principal amount
of such QIB Global Security.

                        (y) Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Security
bearing the Restricted Security Legend to a QIB:

                            (A) The Registrar shall register the transfer of any
Security bearing the Restricted Securities Legend by a holder to a QIB if (X)
the requested transfer is (I) at least two years after the later of (a) the
Issuance Date with respect to such


                                       12
<PAGE>

Security and (b) the date such Security was acquired from an affiliate of the
Company and (II) at least three months after the last date such holder was an
affiliate of the Company or (Y) such transfer is being made by a proposed
transferor who has provided the Registrar with a letter substantially in the
form set forth in Exhibit C hereto.

                            (B) If the proposed transferee is an Agent Member
and the Security bearing the Restricted Securities Legend to be transferred
consists of an interest in the IAI Global Security, upon receipt by the
Registrar of (X) the letter, if any, required by paragraph (A) above and (Y)
instructions given in accordance with the Depositary's and the Registrar's
procedures therefor, the Registrar shall reflect on its books and records the
date and an increase in the principal amount of the QIB Global Security in an
amount equal to the principal amount of the beneficial interest in the IAI
Global Security to be so transferred, and the Registrar shall reflect on its
books and records the date and an appropriate decrease in the principal amount
of such IAI Global Security.

                   (iii) Restricted Securities Legend. Upon the transfer,
exchange or replacement of Securities not bearing the Restricted Securities
Legend, the Registrar shall deliver Securities that do not bear the Restricted
Securities Legend. Upon the transfer, exchange or replacement of Securities
bearing the Restricted Securities Legend, the Registrar shall deliver only
Securities bearing the Restricted Securities Legend unless either (i) the
circumstances contemplated by paragraph (b)(ii)(x)(A)(X) or (b)(ii)(y)(A)(X) of
this Section exist or (ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act. For
purposes hereof "Securities not bearing the Restricted Securities Legend"
includes beneficial interests in the Unrestricted Global Security, and
"Securities bearing the Restricted Securities Legend" includes beneficial
interests in the QIB Global Security and the IAI Global Security.

                   (iv) General. By its acceptance of any Security bearing the
Restricted Securities Legend, each holder of such Security acknowledges the
restrictions on transfer of such Security set forth in this Indenture and in the
Restricted Securities Legend and agrees that it shall transfer such Security
only as provided in this Indenture.

                   The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to this Section 2.6. The Company
shall have the right to inspect and make copies of all such letters, notices or
other written communications at any reasonable time upon the giving of
reasonable written notice to the Registrar.

               (c) Authentication of Certificated Security in Absence of
Depositary. If at any time that any Global Securities are outstanding:

                   (i) the Depositary for the Securities notifies the Company
that the Depositary is unwilling or unable to continue as Depositary for the
Global Securities and a successor Depositary for the Global Securities is not
appointed by the Company within 90 days after delivery of such notice; or


                                       13
<PAGE>

                   (ii) an Event of Default has occurred and is continuing then
the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver, certificated Securities in an aggregate principal amount equal to the
principal amount of the Global Securities in exchange for such Global
Securities.

        In the event of the occurrence of either of the events specified in this
Section, the Company will promptly make available to the Trustee a reasonable
supply of certificated Securities in definitive, fully registered form without
interest coupons.

        Section 2.7 Replacement Securities. If the holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken or if such
Security is mutilated and is surrendered to the Trustee, the Company shall issue
and the Trustee shall authenticate a replacement Security if the Trustee's and
the Company's requirements are met. If required by the Trustee or the Company,
an indemnity bond must be sufficient in the judgment of both to protect and hold
harmless the Company, the Trustee, any Agent or any authenticating agent from
any loss, liability or expense which any of them may suffer if a Security is
replaced. The Company may charge for its expenses in replacing a Security.

        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 redeemed or
purchased by the Company pursuant to Article III hereof or converted into shares
of Common Stock pursuant to Article V hereof, the Company in its discretion may,
instead of issuing a new Security, pay, redeem, purchase or convert such
Security, as the case may be.

        Every replacement Security is an additional obligation of the Company
and shall be entitled to all the benefits provided under this Indenture equally
and proportionately with all other Securities duly issued hereunder.

        Section 2.8 Outstanding Securities. The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding, provided, however, that in determining whether
the holders of the requisite principal amount of outstanding Securities are
present at a meeting of holders of Securities for quorum purposes or have
consented to or voted in favor of any request, demand, authorization, direction,
notice, consent, waiver, amendment or modification hereunder, Securities held
for the account of the Company, any of its Subsidiaries or any of its Affiliates
shall be disregarded and deemed not to be outstanding, except that in
determining whether the Trustee shall be protected in making such a
determination or relying upon any such quorum, consent or vote, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded.

        If a Security is replaced (including pursuant to Section 2.1(a)), paid
or purchased pursuant to Section 2.7 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced, paid or
purchased Security is held by a bona fide purchaser.

        If Securities are considered paid under Section 4.1 hereof, they cease
to be outstanding and interest on them ceases to accrue.


                                       14
<PAGE>

        A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

        Section 2.9 Treasury Securities. In determining whether the
Noteholders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or an Affiliate of
the Company shall be considered as though they are not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.

        Section 2.10 Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.

        Section 2.11 Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar, Paying Agent and
Conversion Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, redemption, conversion, exchange or payment. The
Trustee shall promptly cancel all Securities surrendered for registration of
transfer, redemption, conversion, exchange, payment, replacement or
cancellation, shall dispose of such canceled Securities in accordance with its
customary procedures (subject to the record retention requirement of the
Exchange Act) and deliver to the Company a certificate of a Responsible Officer
certifying as to such destruction. The Company may not issue new Securities to
replace Securities that it has paid or that have been delivered to the Trustee
for cancellation or that any holder has converted.

        Section 2.12 Transfer of Interests in Global Securities. The registered
holder of a Global Security 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.

        Section 2.13. Defaulted Interest. If the Company fails to make a payment
of interest on the Securities, it shall pay such defaulted interest plus any
interest payable on the defaulted interest, in any lawful manner. It may pay
such defaulted interest, plus any such interest payable on it, to the persons
who are Noteholders on a subsequent special record date. The Company shall fix
any such record date and payment date. At least 15 days before any such record
date, the Company shall cause to be mailed to Noteholders a notice that states
the record date, payment date, and amount of such interest to be paid.

                                   ARTICLE III

                            REDEMPTION AND REPURCHASE

        Section 3.1 Notices to Trustee. If the Company elects to redeem
Securities pursuant to the optional redemption provision of Section 3.7 hereof,
it shall notify the Trustee of the


                                       15
<PAGE>

redemption date and the principal amount of Securities to be redeemed. The
Company shall give each notice to the Trustee provided for in this Section 3.1
at least 30 days before the redemption date (unless a shorter notice period
shall be satisfactory to the Trustee).

        Section 3.2 Selection of Securities to be Redeemed. If less than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed, or, if the
Securities are not so listed, on a pro rata basis. The Trustee shall make the
selection not more than 60 days and not less than 20 days before the redemption
date from Securities outstanding not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them it
selects shall be in amounts of $1,000 or integral multiples of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be called
for redemption.

        If any Security selected for partial redemption is converted in part
after such selection, the converted portion of such Security shall be deemed (so
far as may be) to be the portion to be selected for redemption. The Securities
(or portions thereof) so selected shall be deemed duly selected for redemption
for all purposes hereof, notwithstanding that any such Security is converted in
whole or in part before the mailing of the notice of redemption. Upon any
redemption of less than all the Securities, the Company and the Trustee may
treat as outstanding any Securities surrendered for conversion during the period
20 days next preceding the mailing of a notice of redemption and need not treat
as outstanding any Security authenticated and delivered during such period in
exchange for the unconverted portion of any Security converted in part during
such period.

        Section 3.3 Notice of Redemption. At least 30 days but not more than 40
days before a redemption date, the Company shall mail a notice of redemption to
each holder whose Securities are to be redeemed at such holder's registered
address.

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

               (a) the redemption date;

               (b) the redemption price;

               (c) 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 cancellation of such Security, a new Security or Securities in
principal amount equal to the unredeemed portion will be issued in the name of
the holder thereof;

               (d) the name and address of the Paying Agent;

               (e) that Securities called for redemption must be surrendered to
the Paying Agent to collect the redemption price plus accrued interest, if any;


                                       16
<PAGE>

               (f) that, unless the Company defaults in making such redemption
payment or the Paying Agent is prohibited from making such payment pursuant to
the terms of this Indenture, interest on Securities called for redemption ceases
to accrue on and after the redemption date; and

               (g) the paragraph of the Securities pursuant to which the
Securities called for redemption are being redeemed.

        Such notice shall also state the current Conversion Price and the date
on which the right to convert such Securities or portions thereof into Common
Stock of the Company will expire.

        At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at its expense.

        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 at the price set forth in the Security.

        Section 3.5 Deposit of Redemption Price. On or before 10:00 am New York
City time on the redemption date, the Company shall deposit with the Trustee or
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest, if any, up to but not including the redemption date on all
Securities to be redeemed on that date (subject to the right of holders of
record on the relevant record date to receive interest, if any, due on an
interest payment date) unless theretofore converted into Common Stock pursuant
to the provisions hereof. The Trustee or the Paying Agent shall return to the
Company any money not required for that purpose.

        Section 3.6 Securities Redeemed in Part. Upon cancellation of a Security
that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the holder at the expense of the Company a new Security equal
in principal amount to the unredeemed portion of the Security surrendered.

        Section 3.7 Optional Redemption. The Company may redeem all or any
portion of the Securities, upon the terms and at the redemption prices set forth
in each of the Securities. Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Section 3.1 through 3.6 hereof.

        Section 3.8 Designated Event Offer.

               (a) In the event that, pursuant to Section 4.7 hereof, the
Company shall commence a Designated Event Offer, the Company shall follow the
procedures in this Section 3.8.

               (b) The Designated Event Offer shall remain open for a period
specified by the Company which shall be no less than 30 calendar days and no
more than 40 calendar days following its commencement on the date of the mailing
of notice in accordance with Section 3.8(e) hereof (the "Commencement Date"),
except to the extent that a longer period is required by applicable law (the
"Tender Period"). Upon the expiration of the Tender Period (the


                                       17
<PAGE>

"Designated Event Payment Date"), the Company shall purchase the principal
amount of Securities required to be purchased pursuant to Section 4.7 hereof at
a purchase price equal to 100% of principal thereof, together with accrued and
unpaid interest thereon, if any, plus an amount in cash equal to the sum of (i)
$200.625 per each $1,000 principal amount of Securities and (ii) the amount of
interest payable per each $1,000 principal amount of Securities from the date of
issuance to June 30, 2002, less any interest actually paid or provided for with
respect to such Securities on or prior to the Designated Event Payment Date (the
"Designated Event Payment").

               (c) If the Designated Event Payment Date is on or after an
interest payment record date and on or before the related interest payment date,
any accrued interest will be paid to the person in whose name a Security is
registered at the close of business on such record date, and no additional
interest will be payable to Noteholders who tender Securities pursuant to the
Designated Event Offer.

               (d) The Company shall provide the Trustee with notice of the
Designated Event Offer at least 10 Business Days before the Commencement Date.

               (e) On or before the Commencement Date, the Company or the
Trustee (upon the request and at the expense of the Company) shall send, by
first class mail, a notice to each of the Noteholders, which shall govern the
terms of the Designated Event Offer and shall state:

                   (i) that the Designated Event Offer is being made pursuant to
this Section 3.8 and Section 4.7 hereof and that all Securities tendered will be
accepted for payment;

                   (ii) the purchase price (as determined in accordance with
Section 4.7 hereof), the length of time the Designated Event Offer will remain
open and the Designated Event Payment Date;

                   (iii) that any Security or portion thereof not tendered for
payment will continue to accrue interest;

                   (iv) that, unless the Company defaults in the payment of the
Designated Event Payment, any Security or portion thereof accepted for payment
pursuant to the Designated Event Offer shall cease to accrue interest after the
Designated Event Payment Date;

                   (v) that Noteholders electing to have a Security or portion
thereof purchased pursuant to any Designated Event Offer will be required to
surrender the Security, with the form entitled "Option of Noteholder To Elect
Purchase" on the reverse of the Security completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day preceding the Designated Event Payment Date;

                   (vi) that Noteholders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Designated Event Payment Date, or such
longer period as may be required by law, a letter or a telegram, telex or
facsimile transmission (receipt of which is confirmed and promptly followed by a
letter) setting forth the name of the Noteholder, the principal amount of the
Security or


                                       18
<PAGE>

portion thereof the Noteholder delivered for purchase and a statement that such
Noteholder is withdrawing his election to have the Security or portion thereof
purchased; and

                   (vii) that Noteholders whose Securities are being purchased
only in part will be issued new Securities equal in principal amount to the
unpurchased portion of the Securities surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple thereof.

               In addition, the notice shall contain all instructions and
materials that the Company shall reasonably deem necessary to enable such
Noteholders to tender Securities pursuant to the Designated Event Offer.

               (f) On or prior to 10:00 a.m. New York City time on the
Designated Event Payment Date, the Company shall irrevocably deposit with the
Trustee or a Paying Agent in immediately available funds an amount equal to the
Designated Event Payment to be held for payment in accordance with the terms of
this Section 3.8. On the Designated Event Payment Date, the Company shall, to
the extent lawful, (i) accept for payment the Securities or portions thereof
tendered pursuant to the Designated Event Offer, (ii) deliver or cause to be
delivered to the Trustee Securities so accepted and (iii) deliver to the Trustee
an Officers' Certificate stating such Securities or portions thereof have been
accepted for payment by the Company in accordance with the terms of this Section
3.8. The Paying Agent shall promptly (but in any case not later than ten (10)
calendar days after the Designated Event Payment Date) mail or deliver to each
tendering Noteholder an amount equal to the purchase price of the Securities
tendered by such Noteholder, and the Trustee shall promptly authenticate and
mail or deliver to such Noteholders a new Security equal in principal amount to
any unpurchased portion of the Security surrendered, if any; provided, that each
new Security shall be in a principal amount of $1,000 or an integral multiple
thereof. Any Securities not so accepted shall be promptly mailed or delivered by
or on behalf of the Company to the holder thereof. The Company will publicly
announce the results of the Designated Event Offer on, or as soon as practicable
after, the Designated Event Payment Date.

               (g) The Designated Event Offer shall be made by the Company in
compliance with all applicable provisions of the Exchange Act, and all
applicable tender offer rules promulgated thereunder, and shall include all
instructions and materials that the Company shall reasonably deem necessary to
enable such Noteholders to tender their Securities.

                                   ARTICLE IV

                                    COVENANTS

        Section 4.1 Payment of Securities. The Company shall pay the principal
of, premium, if any and interest on the Securities on the dates and in the
manner provided in the Securities. Principal and interest shall be considered
paid on the date due if the Paying Agent (other than the Company or an Affiliate
of the Company) holds on that date money designated for and sufficient to pay
all principal, premium, if any and interest then due and such Paying Agent is
not prohibited from paying such money to the Noteholders on that date pursuant
to the terms of this Indenture. To the extent lawful, the Company shall pay
interest (including post petition interest


                                       19
<PAGE>

in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the rate borne by the
Securities, compounded semiannually.

        Section 4.2 SEC Reports. Whether or not required by the rules and
regulations of the SEC, so long as any Securities are outstanding, the Company
will file with the SEC and, if requested, furnish to the Trustee and to the
holders of Securities all quarterly and annual financial information required to
be contained in a filing with the SEC on Forms 10-Q and 10-K, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to annual information only, a report thereon by
the Company's certified independent accountants. 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).

        Section 4.3 Compliance Certificate. The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under, and
complied with the covenants and conditions contained in, this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant, and complied with the covenants and
conditions contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge) and that to the best of
his or her knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal or of interest, if any, on the
Securities are prohibited.

        One of the Officers signing such Officers' Certificate shall be either
the Company's principal executive officer, principal financial officer or
principal accounting officer.

        The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of:

               (a) any Default, Event of Default or default in the performance
of any covenant, agreement or condition contained in this Indenture; or

               (b) any event of default under any other mortgage, indenture or
instrument described in Section 8.1(e), an Officers' Certificate specifying such
Default, Event of Default or default.

        Section 4.4 Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever


                                       20
<PAGE>

enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law has been
enacted.

        Section 4.5 Corporate Existence. Subject to Article VII hereof, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the corporate, partnership or
other existence of each Subsidiary of the Company in accordance with the
respective organizational documents of each Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any Subsidiary, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries taken as a whole and that the loss thereof is not adverse in
any material respect to the Noteholders. Notwithstanding the foregoing, the
corporate existence of any Subsidiary may also be terminated in connection with
any Board approved corporate restructuring or reorganization.

        Section 4.6 Taxes. The Company shall, and shall cause each of its
Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

        Section 4.7 Designated Event.

        (a) Upon the occurrence of a Designated Event, each holder of Securities
shall have the right, in accordance with this Section 4.7 and Section 3.8
hereof, to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of such holder's Securities pursuant to the terms
of Section 3.8 (the "Designated Event Offer") at a purchase price in cash equal
to 100% of the principal amount thereof, together with accrued and unpaid
interest thereon, if any, to the Designated Event Payment Date, plus an amount
payable in cash equal to the Designated Event Payment.

        (b) Within 30 days following any Designated Event and on or before the
Commencement Date, the Company shall mail to each holder the notice provided by
Section 3.8(e).

        (c) Payment by the Company of the Designated Event Payment upon the
occurrence of a Designated Event is subject to the subordination provisions of
Article VI.

        Section 4.8 Stockholder Rights Plan. In the event that the Company
implements a stockholder rights plan, such rights plan shall provide that upon
conversion of the Securities the holders will receive, in addition to the Common
Stock issuable upon such conversion, the rights issued under such rights plan
(whether or not such rights have separated from the Common Stock at the time of
such conversion), provided that a holder of Securities shall be subject to all
of the terms and conditions of any such rights plan.


                                       21
<PAGE>

        Section 4.9 Incurrence of Senior Debt or Pari Passu Debt. During the
period beginning on the date of the execution of this Indenture and ending
February 28, 2003, the Company shall not (and shall cause its Subsidiaries not
to), without the prior written consent of the holders of Securities representing
at least sixty percent (60%) of the then outstanding principal amount of the
Securities, (i) incur any Indebtedness which is Senior Debt or incur any Pari
Passu Debt if the consideration for any such incurrence is other than cash or
(ii) incur for cash consideration any Indebtedness which is Senior Debt or incur
any Pari Passu Debt if the proceeds of such incurrence are to be used, directly
or indirectly, to prepay, redeem or retire any of the Remaining Debentures or
Existing Senior Subordinated Notes (or any refinancings thereof).

        Section 4.10 Incurrence of Indebtedness and Issuance of Equity
Securities. During the period (x) beginning on the date of the execution of this
Indenture and ending upon the effectiveness of the Shelf Registration Statement
and (y) beginning on any date on which the Shelf Registration Statement ceases
to be effective or usable by the Purchasers (as defined in the Registration
Rights Agreement) for any reason for periods other than the mutually-agreed
blackout periods contemplated by the Registration Rights Agreement, the Company
shall not (and shall cause its Subsidiaries not to), without the prior written
consent of the holders of Securities representing at least sixty percent (60%)
of the then outstanding principal amount of the Securities, incur any
Indebtedness or issue any equity securities, except for issuances of equity
securities pursuant to the existing requirements (as of the date hereof) of the
Company's obligations under (i) the Company's Existing Debentures and Existing
Senior Subordinated Notes outstanding on May 13, 2002; (ii) the Company's
employee benefit plans existing on May 13, 2002; and (iii) the Securities.

        Section 4.11 Senior Debt. Notwithstanding Sections 4.9 and 4.10 above,
nothing in this Indenture shall prohibit or restrict the Company (or any of its
Subsidiaries) from incurring Senior Debt and granting liens against the assets
of the Company and its Subsidiaries to secure such Senior Debt, provided that
neither the Company nor any of its Subsidiaries shall use any proceeds received
from the incurrence of any such secured Senior Debt, directly or indirectly, to
pay, redeem or retire any of the Remaining Debentures or Existing Senior
Subordinated Notes (or any refinancings thereof).

                                    ARTICLE V

                                   CONVERSION

        Section 5.1 Conversion Privilege. A holder of a Security may convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$1,000) into fully paid and nonassessable shares of Common Stock of the Company
at any time prior to the close of business (New York City time) on the date of
the Security's maturity at the Conversion Price then in effect, except that,
with respect to any Security called for redemption, such conversion right shall
terminate at the close of business on the Business Day immediately preceding the
redemption date (unless the Company shall default in making the redemption
payment when it becomes due, in which case the conversion right shall terminate
on the date such default is cured). A Security in respect of which a holder has
delivered an "Option of Noteholder to Elect Purchase" form appearing in Exhibit
A attached hereto exercising the option of such holder to


                                       22
<PAGE>

require the Company to purchase such Security may be converted only if the
notice of exercise is withdrawn as provided in Section 3.8. The number of shares
of Common Stock issuable upon conversion of a Security is determined by dividing
the principal amount of the Security converted by the conversion price in effect
on the Conversion Date (the "Conversion Price").

        The initial Conversion Price is stated in paragraph 10 of the Securities
and is subject to adjustment as provided in this Article V.

        Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of it. A holder of Securities is
not entitled to any rights of a holder of Common Stock (other than as provided
in Section 4.8 hereof) until such holder of Securities has converted such
Securities into Common Stock, and only to the extent that such Securities are
deemed to have been converted into Common Stock under this Article V.

        Section 5.2 Conversion Procedure. To convert a Security, a holder must
satisfy the requirements in paragraph 10 of the Securities. The date on which
the holder satisfies all of those requirements is the conversion date (the
"Conversion Date"). As soon as practicable after the Conversion Date, the
Company shall deliver to the holder through the Conversion Agent a certificate
for the number of whole shares of Common Stock issuable upon the conversion and
a check for any fractional share determined pursuant to Section 5.3. Such
certificate shall bear any legends set forth on the converted Security, unless
and to the extent the restrictions contained in such legends no longer apply to
such Common Stock. The person in whose name the certificate is registered shall
become the stockholder of record on the Conversion Date and, as of such date,
such person's rights as a Noteholder shall cease; 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 entitled to receive
the shares of Common Stock upon such conversion as the stockholder of record of
such shares of Common Stock on such date, but such surrender shall be effective
to constitute the person entitled to receive such shares of Common Stock as the
stockholder of record thereof for all purposes at the close of business on the
next succeeding day on which such stock transfer books are open; provided
further, however, that such conversion shall be at the Conversion Price in
effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.

        Except for any required payments of Additional Interest or Additional
Voluntary Conversion Interest, no payment or adjustment will be made for accrued
and unpaid interest on a converted Security or for dividends or distributions on
shares of Common Stock issued upon conversion of a Security, but if any holder
surrenders a Security for conversion after the close of business on the record
date for the payment of an installment of interest and prior to the opening of
business on the next interest payment date, then, notwithstanding such
conversion, the interest payable on such interest payment date shall be paid to
the holder of such Security on such record date. In such event, such Security,
when surrendered for conversion, must be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest (but in no
circumstance shall this requirement to pay interest upon conversion result in
any holder being required to pay any Additional Interest or Additional Voluntary
Conversion Interest to the Company) payable on such interest payment date on the
portion so converted unless the Security

                                       23
<PAGE>

has been called for redemption by the Company and a notice of redemption has
been mailed to the holders.

        If a holder converts more than one Security at the same time, the number
of whole shares of Common Stock issuable upon the conversion shall be based on
the total principal amount of Securities converted.

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

        Section 5.3 Fractional Shares. The Company will not issue fractional
shares of Common Stock upon conversion of a Security. In lieu thereof, the
Company will pay an amount in cash based upon the Daily Market Price of the
Common Stock on the trading day prior to the date of conversion.

        Section 5.4 Taxes on Conversion. The issuance of certificates for shares
of Common Stock upon the conversion of any Security shall be made without charge
to the converting Noteholder for such certificates or for any tax in respect of
the issuance of such certificates, and such certificates shall be issued in the
respective names of, or in such names as may be directed by, the holder or
holders of the converted Security; provided, however, that in the event that
certificates for shares of Common Stock are to be issued in a name other than
the name of the holder of the Security converted, such Security, when
surrendered for conversion, shall be accompanied by an instrument of transfer,
in form satisfactory to the Company, duly executed by the registered holder
thereof or his duly authorized attorney; and provided further, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name other than that of the holder of the converted Security, and the Company
shall not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid or is not applicable.

        Section 5.5 Company to Provide Stock. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
but unissued Common Stock, solely for the purpose of issuance upon conversion of
Securities as herein provided, a sufficient number of shares of Common Stock to
permit the conversion of all outstanding Securities for shares of Common Stock.
All shares of Common Stock which may be issued upon conversion of the Securities
shall be duly authorized, validly issued, fully paid and nonassessable when so
issued.

        Section 5.6 Adjustment of Conversion Price. The Conversion Price shall
be subject to adjustment from time to time as follows:

               (a) In case the Company shall (1) pay a dividend in shares of
Common Stock to holders of Common Stock, (2) make a distribution in shares of
Common Stock to holders of Common Stock, (3) subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock or (4) combine its
outstanding shares of Common Stock into a smaller


                                       24
<PAGE>

number of shares of Common Stock, the Conversion Price in effect immediately
prior to such action shall be adjusted so that the holder of any Security
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common Stock which he would have owned immediately following such
action had such Securities been converted immediately prior thereto. Any
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 a
subdivision or combination. In the event of a reverse stock split of the Common
Stock, the Conversion Price shall be subject to further adjustment as provided
in Section 5.6(f) below.

               (b) In case the Company shall issue rights or warrants to
substantially all holders of Common Stock entitling them (for a period
commencing no earlier than the record date for the determination of holders of
Common Stock entitled to receive such rights or warrants and expiring not more
than 45 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
less than the current market price per share (as determined pursuant to
subsection (g) below) of the Common Stock on such record date, the Conversion
Price shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price 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 shares of Common Stock
which the aggregate offering price of the offered shares of Common Stock (or the
aggregate conversion price of the convertible securities so offered) would
purchase at such current market price, and of which the denominator 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). Such adjustments shall become effective
immediately after such record date.

               (c) In case the Company shall distribute to all holders of Common
Stock shares of any class of Capital Stock of the Company other than Common
Stock, evidences of indebtedness or other assets (other than cash dividends out
of current or retained earnings), or shall distribute to substantially all
holders of Common Stock rights or warrants to subscribe for securities (other
than those securities referred to in subsection (b) above), then in each such
case the Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the date of such distribution by a fraction of which the numerator shall be
the current market price per share (determined as provided in subsection (f)
below) of the Common Stock on the record date mentioned below less the then fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive evidence of such fair market value and described in a Board
Resolution) of the portion of the assets so distributed or of such subscription
rights or warrants applicable to one share of Common Stock, and of which the
denominator shall be such current market price per share of the Common Stock.
Such adjustment shall become effective immediately after the record date for the
determination of the holders of Common Stock entitled to receive such
distribution. Notwithstanding the foregoing, in the event that the Company shall
distribute rights or warrants to subscribe for additional shares of the
Company's Capital Stock (other than the Common Stock referred to in subsection
(b) above) ("Rights") pro rata to holders of Common Stock, the Company may, in
lieu of making any adjustment pursuant to this Section 5.6, make proper
provision so that each holder of a Security who converts such Security (or any
portion


                                       25
<PAGE>

thereof) after the record date for such distribution and prior to the expiration
or redemption of the Rights shall be entitled to receive upon such conversion,
in addition to the shares of Common Stock issuable upon such conversion (the
"Conversion Shares"), a number of Rights to be determined as follows: (i) if
such conversion occurs on or prior to the date for the distribution to the
holders of Rights of separate certificates evidencing such Rights (the
"Distribution Date"), the same number of Rights to which a holder of a number of
shares of Common Stock equal to the number of Conversion Shares is entitled at
the time of such conversion in accordance with the terms and provisions of and
applicable to the Rights; and (ii) if such conversion occurs after the
Distribution Date, the same number of Rights to which a holder of the number of
shares of Common Stock into which the principal amount of the Security so
converted was convertible immediately prior to the Distribution Date would have
been entitled on the Distribution Date in accordance with the terms and
provisions of and applicable to the Rights.

               (d) In case the Company shall, by dividend or otherwise, at any
time distribute to all holders of its Common Stock cash (including any
distributions of cash out of current or retained earnings of the Company but
excluding any cash that is distributed as part of a distribution requiring a
Conversion Price adjustment pursuant to paragraph (c) of this Section) in an
aggregate amount that, together with the sum of (x) the aggregate amount of any
other distributions to all holders of its Common Stock made in cash plus (y) all
Excess Payments, in each case made within the 12 months preceding the date fixed
for determining the stockholders entitled to such distribution (the
"Distribution Record Date") and in respect of which no Conversion Price
adjustment pursuant to paragraphs (c) or (e) of this Section or this paragraph
(d) has been made, exceeds 15% of the product of the current market price per
share (determined as provided in paragraph (f) of this Section) of the Common
Stock on the Distribution Record Date times the number of shares of Common Stock
outstanding on the Distribution Record Date (excluding shares held in the
treasury of the Company), the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying such Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price reduction
contemplated by this paragraph (d) by a fraction of which the numerator shall be
the current market price per share (determined as provided in paragraph (f) of
this Section) of the Common Stock on the Distribution Record Date less the
amount of such cash and other consideration (including any Excess Payments) so
distributed applicable to one share (based on the pro rata portion of the
aggregate amount of such cash and other consideration (including any Excess
Payments), divided by the shares of Common Stock outstanding on the Distribution
Record Date) of Common Stock and the denominator shall be such current market
price per share (determined as provided in paragraph (f) of this Section) of the
Common Stock on the Distribution Record Date, such reduction to become effective
immediately prior to the opening of business on the day following the
Distribution Record Date.

               (e) In case a tender offer or other negotiated transaction made
by the Company or any Subsidiary of the Company for all or any portion of the
Common Stock shall be consummated, if an Excess Payment is made in respect of
such tender offer or other negotiated transaction and the amount of such Excess
Payment, together with the sum of (x) the aggregate amount of all Excess
Payments plus (y) the aggregate amount of all distributions to all holders of
the Common Stock made in cash (specifically including distributions of cash out
of retained earnings), in each case made within the 12 months preceding the date
of payment of such current negotiated transaction consideration or expiration of
such current tender offer, as the case may be


                                       26
<PAGE>

(the "Purchase Date"), and as to which no adjustment pursuant to paragraph (c)
or paragraph (d) of this Section or this paragraph (e) has been made, exceeds
15% of the product of the current market price per share (determined as provided
in paragraph (f) of this Section) of the Common Stock on the Purchase Date times
the number of shares of Common Stock outstanding (including any tendered shares
but excluding any shares held in the treasury of the Company) on the Purchase
Date, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying such Conversion Price in effect immediately
prior to the effectiveness of the Conversion Price reduction contemplated by
this paragraph (e) by a fraction of which the numerator shall be the current
market price per share (determined as provided in paragraph (f) of this Section)
of the Common Stock on the Purchase Date less the amount of such Excess Payments
and such cash distributions, if any, applicable to one share (based on the pro
rata portion of the aggregate amount of such Excess Payments and such cash
distributions, divided by the shares of Common Stock outstanding on the Purchase
Date) of Common Stock and the denominator shall be such current market price per
share (determined as provided in paragraph (f) of this Section) of the Common
Stock on the Purchase Date, such reduction to become effective immediately prior
to the opening of business on the day following the Purchase Date.

               (f) If the Company effects a reverse stock split of the Common
Stock prior to 90 days after the SEC has declared effective the Shelf
Registration Statement, the Conversion Price related to the Securities shall be
adjusted first as provided in Section 5.6(a) above, and then shall be further
adjusted on the 15th day following the expiration of the Pricing Period (as
defined below) by multiplying the existing Conversion Price by a fraction, the
numerator of which shall be the volume weighted average price of the Common
Stock for the period beginning on the 11th trading day following the effective
date of the reverse stock split and ending on the 30th trading day following the
effective date of the reverse stock split (such period being the "Pricing
Period") and the denominator of which shall be the volume weighted average price
of the Common Stock for the five trading day period ending on the earlier of (i)
the date that the Company publicly discloses its intention to effectuate (or
consider) such reverse stock split through a press release, proxy materials or
other means or (ii) the date that the Company publicly discloses that it has
received any notice or other communication from the NYSE to the effect that the
Common Stock will be de-listed.

               (g) The current market price per share of Common Stock on any
date shall be deemed to be the average of the Daily Market Prices for the
shorter of (i) 30 consecutive Business Days ending on the last full trading day
on the exchange or market referred to in determining such Daily Market Prices
prior to the time of determination or (ii) the period commencing on the date
next succeeding the first public announcement of the issuance of such rights or
such warrants or such other distribution or such negotiated transaction through
such last full trading day on the exchange or market referred to in determining
such Daily Market Prices prior to the time of determination.

               (h) In any case in which this Section 5.6 shall require that an
adjustment be made immediately following a record date for an event, the Company
may elect to defer, until such event, issuing to the holder of any Security
converted after such record 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


                                       27
<PAGE>

conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its stock transfer agent to issue due bills or other appropriate
evidence of the right to receive such shares.

        Section 5.7 No Adjustment. No adjustment in the Conversion Price shall
be required until cumulative adjustments amount to 1% or more of the Conversion
Price as last adjusted; provided, however, that any adjustments which by reason
of this Section 5.7 are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Article V shall be made to the nearest cent or to the nearest one hundredth of a
share, as the case may be. No adjustment need be made for rights to purchase
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest. No adjustment need be made for a change in the par value or no par
value of the Common Stock.

        Section 5.8   Other Adjustments.

        (a) In the event that, as a result of an adjustment made pursuant to
Section 5.6 above, the holder of any Security thereafter surrendered for
conversion shall become entitled to receive any shares of Capital Stock of the
Company other than shares of its Common Stock, thereafter the Conversion Price
of such other shares so receivable upon conversion of any Securities shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common Stock
contained in this Article V.

        (b) In the event that shares of Common Stock are not delivered after the
expiration of any of the rights or warrants referred to in Section 5.6(b) and
Section 5.6(c) hereof, the Conversion Price shall be readjusted to the
Conversion Price which would otherwise be in effect had the adjustment made upon
the issuance of such rights or warrants been made on the basis of delivery of
only the number of shares of Common Stock actually delivered.

        Section 5.9 Adjustments for Tax Purposes. The Company may, at its
option, make such reductions in the Conversion Price, in addition to those
required by Section 5.6 above, as it determines to be advisable in order that
any stock dividend, subdivision of shares, distribution of rights to purchase
stock or securities or distribution of securities convertible into or
exchangeable for stock made by the Company to its stockholders will not be
taxable to the recipients thereof.

        Section 5.10 Adjustments by the Company. The Company from time to time
may, to the extent permitted by law, reduce the Conversion Price by any amount
for any period of at least 20 days, in which case the Company shall give at
least 15 days notice of such reduction in accordance with Section 5.11, if the
Board of Directors has made a determination that such reduction would be in the
best interests of the Company, which determination shall be conclusive.

        Section 5.11 Notice of Adjustment. Whenever the Conversion Price is
adjusted, the Company shall promptly mail to Noteholders at the addresses
appearing on the Registrar's books a notice of the adjustment and file with the
Trustee an Officers' Certificate briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence of the correctness of such adjustment.


                                       28
<PAGE>

            Section 5.12 Notice of Certain Transactions. In the event that:

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

            (2) the Company takes any action that would require a supplemental
indenture pursuant to Section 5.13; or

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

a holder of a Security may wish to convert such Security into shares of Common
Stock prior to the record date for or the effective date of the transaction so
that he may receive the rights, warrants, securities or assets which a holder of
shares of Common Stock on that date may receive. Therefore, the Company shall
mail to Noteholders at the addresses appearing on the Registrar's books and the
Trustee a notice stating the proposed record or effective date, as the case may
be. The Company shall mail the notice at least 15 days before such date;
however, failure to mail such notice or any defect therein shall not affect the
validity of any transaction referred to in clause (1), (2) or (3) of this
Section 5.12.

        Section 5.13 Effect of Reclassifications, Consolidations, Mergers or
Sales on Conversion Privilege. If any of the following shall occur, namely: (i)
any reclassification or change of outstanding shares of Common Stock issuable
upon conversion of Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), (ii) any consolidation or merger 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 a change in name, or par value, or from par value to no par value,
or from no par value to par value or as a result of a subdivision or
combination) in, outstanding shares of Common Stock or (iii) any sale or
conveyance of all or substantially all of the property or business of the
Company as an entirety, then the Company, or such successor or purchasing
corporation, as the case may be, shall, as a condition precedent to such
reclassification, change, consolidation, merger, sale or conveyance, execute and
deliver to the Trustee a supplemental indenture in form satisfactory to the
Trustee 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, 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, consolidation,
merger, sale or conveyance. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article V. The foregoing, however, shall not in any way affect the right a
holder of a Security may otherwise have, pursuant to clause (ii) of the last
sentence of subsection (c) of Section 5.6, to receive Rights upon conversion of
a Security. If, in the case of any such consolidation, merger, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock includes shares of stock or
other securities and property of a corporation other than the successor or
purchasing corporation, as the case may be, in such consolidation, merger, sale
or conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional


                                       29
<PAGE>

provisions to protect the interests of the holders of the Securities as the
Board of Directors of the Company shall reasonably consider necessary by reason
of the foregoing. The provision of this Section 5.13 shall similarly apply to
successive consolidations, mergers, sales or conveyances.

        In the event the Company shall execute a supplemental indenture pursuant
to this Section 5.13, the Company shall promptly file with the Trustee an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash) receivable by
holders of the Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger, sale or conveyance and any
adjustment to be made with respect thereto.

        Section 5.14 Trustee's Disclaimer. The Trustee has no duty to determine
when an adjustment under this Article V should be made, how it should be made or
what such adjustment should be, but may accept as conclusive evidence of the
correctness of any such adjustment, and shall be protected in relying upon the
Officers' Certificate with respect thereto which the Company is obligated to
file with the Trustee pursuant to Section 5.11. 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 V.

        The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.13, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.13.

        Section 5.15  Automatic Conversion by the Company.

               (a) The Company may elect to automatically convert the Securities
into Common Stock at the Conversion Price (an "Automatic Conversion") at any
time prior to Maturity if the Daily Market Price of the Company's Common Stock
has exceeded 200% of the Conversion Price for at least 20 Trading Days during a
30-day Trading Day period ending within five Trading Days prior to the notice of
Automatic Conversion.

               (b) In the event that the date that the Securities will be
automatically converted (the "Automatic Conversion Date") occurs prior to
Maturity, the Company will pay Additional Interest (as defined below) in cash
or, at the Company's election, in Common Stock. In the event that the Company
elects to pay Additional Interest, if any, on the Securities in Common Stock
upon an Automatic Conversion, the shares of Common Stock will be valued at 90%
of the average of the Daily Market Price for the five Trading Days immediately
preceding the second Trading Day preceding the Automatic Conversion Date.
"Additional Interest" shall be equal to the sum of (i) $200.625 per each $1,000
principal amount of Securities and (ii) the amount of interest payable per each
$1,000 principal amount of Securities from the date of issuance to June 30,
2002, less any interest actually paid or provided for with respect to such
Securities on or prior to the Automatic Conversion Date.


                                       30
<PAGE>

               (i) The shares of Common Stock deliverable in payment of the
Additional Interest shall have a fair market value as of the Automatic
Conversion Date of not less than the Additional Interest as determined by this
Section 5.15. For purposes of this Section 5.15, the fair market value of shares
of Common Stock shall be determined by the Company and shall be equal to 90% of
the average of the Daily Market Price for the five consecutive Trading Days
immediately preceding the second Trading Day prior to the Automatic Conversion
Date;

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

               (iii) The Common Stock is, or shall have been, approved for
listing on the NYSE, the American Stock Exchange (the "Amex") or for quotation
on the NASDAQ Stock Market (the "NASDAQ") prior to the Automatic Conversion
Date; and

               (iv) All shares of Common Stock which may be issued with respect
to the payment of interest on the Securities will be issued out of the Company's
authorized but unissued Common Stock and will, upon issue, be duly and validly
issued and fully paid and non-assessable and free of any preemptive rights.

            If all of the conditions set forth in this Section 5.15(b) are not
satisfied in accordance with the terms thereof, the interest required to be paid
or duly provided for by the Company pursuant to this Section shall be paid by
the Company only in cash.

            (c) Unless the Company shall have theretofore called for redemption
all of the outstanding Securities, the Company or, at the request and expense of
the Company, the Trustee, shall give to all holders of Securities notice (the
"Automatic Conversion Notice") of the Automatic Conversion not more than 30 days
but not less than 15 days prior to the Automatic Conversion Date. The Company
shall also deliver a copy of such notice of an Automatic Conversion to the
Trustee.

            Each Automatic Conversion Notice shall state:

               (i) the Automatic Conversion Date,

               (ii) whether the Additional Interest, if any, shall be paid by
the Company in cash or by delivery of shares of Common Stock,

               (iii) the place or places where such Securities are to be
surrendered for conversion and accrued Additional Interest, if any, and


                                       31
<PAGE>

               (iv) the Conversion Price then in effect.

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

            (d) In the event of an Automatic Conversion, the Company shall issue
and deliver to each holder of Securities as promptly after the Automatic
Conversion Date as practicable in accordance with the provisions of this Article
V:

                (i) a certificate or certificates for the number of full shares
of Common Stock issuable upon conversion of such holder's Securities and in
connection with the payment of the Additional Interest, if any, due on such
Securities, and

                (ii) any cash due (x) in respect of any fractional shares of
Common Stock otherwise issuable upon conversion and (y) in connection with the
payment of the Additional Interest, if any, due on such Securities.

            (e) All Securities subject to the Automatic Conversion shall be
delivered to the Trustee to be canceled at the direction of the Trustee, which
shall dispose of the same as provided in Section 2.11 hereof.

        Section 5.16  Voluntary Conversion by Holders.

               (a) If a holder elects to voluntarily convert Securities at any
time prior to Maturity, such holder will receive a payment of additional
interest equal to Additional Interest (as defined in Section 5.15(b))
("Additional Voluntary Conversion Interest") in cash or, at the Company's
election, in Common Stock, as long as the Company has not previously mailed an
Automatic Conversion Notice. In the event that the Company elects to pay
Additional Voluntary Conversion Interest, if any, on the Securities in Common
Stock upon a voluntary conversion, the shares of Common Stock will be valued at
90% of the average of the Daily Market Price for the five Trading Days
immediately preceding the second Trading Day preceding the Conversion Date,
subject to a minimum valuation of the Conversion Price, less any interest
actually paid or provided for with respect to such Securities prior to the date
of such voluntary conversion.

                   (i) Additional Voluntary Conversion Interest shall be paid
only in cash in the event any shares of Common Stock to be issued for the
payment of Additional Voluntary Conversion Interest in the Securities hereunder
(i) require registration under any federal securities law before such shares may
be freely transferable without being subject to any transfer restrictions under
the Securities Act upon a voluntary conversion and if such registration is not
completed or does not become effective prior to the date of such voluntary
conversion, and/or (ii) require registration with or approval of any
governmental authority under any state law or any other federal law before such
shares may be validly issued or delivered upon a voluntary conversion and if
such registration is not completed or does not become effective or such approval
is not obtained prior to the date of such voluntary conversion;

                   (ii) The Common Stock is, or shall have been, approved for
listing on the NYSE, Amex or for quotation on NASDAQ prior to the date of the
voluntary conversion; and


                                       32
<PAGE>

                   (iii) All shares of Common Stock which may be issued with
respect to the payment of interest on the Securities will be issued out of the
Company's authorized but unissued Common Stock and, will upon issue, be duly and
validly issued and fully paid and non-assessable and free of any preemptive
rights.

               If all of the conditions set forth in this Section 5.16(a) are
not satisfied in accordance with the terms thereof, the interest required to be
paid or duly provided for by the Company pursuant to this Section shall be paid
by the Company only in cash.

               (b) In the event of a voluntary conversion by a holder, the
Company shall issue and deliver a certificate or certificates for the number of
full shares of Common Stock issuable upon conversion of the Securities submitted
for conversion and the Additional Voluntary Conversion Interest, if any, due on
such Securities along with any cash in respect of any fractional shares of
Common Stock otherwise issuable upon conversion or in the event that the Company
elects to pay Additional Voluntary Conversion Interest, if any, in Common Stock
instead of cash, for payment to the holder as promptly after the date of the
voluntary conversion as practicable in accordance with the provisions of this
Article V.

               (c) All Securities submitted for voluntary conversion shall be
delivered to the Trustee to be canceled at the direction of the Trustee, which
shall dispose of the same as provided in Section 2.11 hereof.

                                   ARTICLE VI

                                  SUBORDINATION

        Section 6.1 Agreement to Subordinate. The Company, for itself and its
successors, and each Noteholder, by his acceptance of Securities, agree that the
payment of the principal of or interest on or any other amounts due on the
Securities is subordinated in right of payment, to the extent and in the manner
stated in this Article VI, to the prior payment in full of all existing and
future Senior Debt.

        Section 6.2 No Payment on Securities if Senior Debt in Default. Anything
in this Indenture to the contrary notwithstanding, no payment on account of
principal of or redemption or repurchase of, interest on or other amounts due on
the Securities, including any payments on a Designated Event Offer, and no
redemption, purchase, or other acquisition of the Securities (including, without
limitation, upon a Designated Event), shall be made by or on behalf of the
Company (i) unless full payment of amounts then due for principal and interest
and of all other amounts then due on all Senior Debt has been made or duly
provided for pursuant to the terms of the instrument governing such Senior Debt,
(ii) if, at the time of such payment, redemption, purchase or other acquisition,
or immediately after giving effect thereto, there shall exist under any Senior
Debt, or any agreement pursuant to which any Senior Debt is issued, any default,
which default shall not have been cured or waived and which default shall have
resulted in the full amount of such Senior Debt being declared due and payable
or (iii) if, at the time of such payment, redemption, purchase or other
acquisition, the Trustee shall have received written notice from a
Representative of the holders of Designated Senior Debt (a "Payment Blockage
Notice") that there exists under such Designated Senior Debt, or any agreement
pursuant to


                                       33
<PAGE>

which such Designated Senior Debt is issued, any default, which default shall
not have been cured or waived, permitting the holders thereof to declare any
amounts of such Designated Senior Debt due and payable, but only for the period
(the "Payment Blockage Period") commencing on the date of receipt of the Payment
Blockage Notice and ending (unless earlier terminated by notice given to the
Trustee by a Representative of the holders of such Designated Senior Debt) on
the earlier of (a) the date on which such event of default shall have been cured
or waived or (b) 180 days from the receipt of the Payment Blockage Notice.
Notwithstanding the provisions described in the immediately preceding sentence
(other than in clauses (i) and (ii)), unless the holders of such Designated
Senior Debt or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Debt, the Company may resume payments on the
Securities after the end of such Payment Blockage Period. Not more than one
Payment Blockage Notice may be given in any consecutive 360-day period
irrespective of the number of defaults with respect to Senior Debt during such
period.

        In the event that, notwithstanding the provisions of this Section 6.2,
payments are made by or on behalf of the Company in contravention of the
provisions of this Section 6.2, such payments shall be held by the Trustee, any
Paying Agent or the holders, as applicable, in trust for the benefit of, and
shall be paid over to and delivered to, the Representative of the holders of
Senior Debt or the trustee under the indenture or other agreement (if any),
pursuant to which any instruments evidencing any Senior Debt may have been
issued for application to the payment of all Senior Debt ratably according to
the aggregate amounts remaining unpaid to the extent necessary to pay all Senior
Debt in full in accordance with the terms of such Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

        The Company shall give prompt written notice to the Trustee and any
Paying Agent of any default or event of default under any Senior Debt or under
any agreement pursuant to which any Senior Debt may have been issued. The
Trustee and the Paying Agent may assume that all payments have been made with
respect to all Senior Debt unless the Trustee or the Paying Agent, as the case
may be, has received written notice that payment has not been made and three (3)
Business Days have expired.

        Section 6.3 Distribution on Acceleration of Securities; Dissolution and
Reorganization; Subrogation of Securities.

            (a) If the Securities are declared due and payable because of the
occurrence of an Event of Default, the Company shall give prompt written notice
to the holders of all Senior Debt or to the trustee(s) for such Senior Debt of
such acceleration. The Company may not pay the principal of, premium, if any, or
interest on or any other amounts due on the Securities until five days after
such holders or trustee(s) of Senior Debt receive such notice and, thereafter,
the Company may pay the principal of or interest on or any other amounts due on
the Securities only if the provisions of this Article VI permit such payment.

            (b) Upon (i) any acceleration of the principal amount due on the
Securities because of an Event of Default or (ii) any distribution of assets of
the Company upon any dissolution, winding up, liquidation or reorganization of
the Company (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors or any other dissolution,
winding up, liquidation or reorganization of the Company):


                                       34
<PAGE>

                (1) the holders of all Senior Debt shall first be entitled to
receive payment in full of the principal thereof, the interest thereon and any
other amounts due thereon before the holders are entitled to receive payment on
account of the principal of or interest on or any other amounts due on the
Securities;

                (2) any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities (other than
securities 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 subordinate, at least to the extent
provided in this Article with respect to the Securities, to the payment in full
without diminution or modification by such plan of all Senior Debt), to which
the holders or the Trustee would be entitled except for the provisions of this
Article, shall be paid by the liquidating trustee or agent or other person
making such a payment or distribution, directly to the holders of Senior Debt
(or their representatives(s) or trustee(s) acting on their behalf), ratably
according to the aggregate amounts remaining unpaid on account of the principal
of or interest on and other amounts due on the Senior Debt held or represented
by each, to the extent necessary to make payment in full of all Senior Debt
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Debt; and

                (3) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (other than securities 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
subordinate, at least to the extent provided in this Article with respect to the
Securities, to the payment in full without diminution or modification by such
plan of Senior Debt), shall be received by the Trustee or the holders before all
Senior Debt is paid in full, such payment or distribution shall be held in trust
for the benefit of, and be paid over to upon request by a holder of the Senior
Debt, the holders of the Senior Debt remaining unpaid (or their representatives)
or trustee(s) acting on their behalf, ratably as aforesaid, for application to
the payment of such Senior Debt until all such Senior Debt shall have been paid
in full, after giving effect to any concurrent payment or distribution to the
holders of such Senior Debt.

            Subject to the payment in full of all Senior Debt, the holders shall
be subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Debt until the principal of, premium, if any, and interest, if any, on
the Securities shall be paid in full and, for purposes of such subrogation, no
such payments or distributions to the holders of Senior Debt of cash, property
or securities which otherwise would have been payable or distributable to
holders shall, as between the Company, its creditors other than the holders of
Senior Debt, and the holders, be deemed to be a payment by the Company to or on
account of the Senior Debt, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative
rights of the holders, on the one hand, and the holders of Senior Debt, on the
other hand.

            Nothing contained in this Article or elsewhere in this Indenture or
in the Securities is intended to or shall (i) impair, as between the Company and
its creditors other than the holders of Senior Debt, the obligation of the
Company, which is absolute and unconditional, to pay to the holders the
principal of, premium, if any, and interest, if any, on the Securities as


                                       35
<PAGE>

and when the same shall become due and payable in accordance with the terms of
the Securities, (ii) affect the relative rights of the holders and creditors of
the Company other than holders of Senior Debt or, as between the Company and the
Trustee, the obligations of the Company to the Trustee, or (iii) prevent the
Trustee or the holders from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt in respect of cash, property
and securities of the Company received upon the exercise of any such remedy.

            Upon distribution of assets of the Company referred to in this
Article, the Trustee, subject to the provisions of Section 9.1 hereof, and the
holders shall be entitled to rely upon a certificate of the liquidating trustee
or agent or other person making any distribution to the Trustee or to the
holders for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.
The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt. Nothing contained in this Article or elsewhere in this
Indenture, or in any of the Securities, shall prevent the good faith application
by the Trustee of any moneys which shall have been deposited with it hereunder,
prior to its receipt of written notice of facts which would prohibit such
application, for the purpose of the payment of or on account of the principal
of, premium, if any, or interest on the Securities unless, prior to the date on
which such application is made by the Trustee, the Trustee shall be charged with
actual notice under Section 6.3(d) hereof of the facts which would prohibit the
making of such application.

            (c) The provisions of this Article shall not be applicable to any
cash, properties or securities received by the Trustee or by any holder that are
received as a holder of Senior Debt and nothing in Section 9.11 hereof or
elsewhere in this indenture shall deprive the Trustee or such holder of any of
its rights as such holder.

            (d) The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment of
money to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article. The Trustee, subject to the provisions of Section
9.1 hereof, shall be entitled to assume that no such fact exists unless the
Company or any holder of Senior Debt or any trustee therefor has given written
notice thereof to the Trustee. Notwithstanding the provisions of this Article or
any other provisions of this indenture, the Trustee shall not be charged with
knowledge of the existence of any fact which would prohibit the making of any
payment of moneys to or by the Trustee in respect of the Securities pursuant to
the provisions in this Article, unless and until three Business Days after the
Trustee shall have received written notice thereof from the Company or any
holder or holders of Senior Debt or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 9.1 hereof, shall be entitled in all respects conclusively to assume
that no such facts exist; provided that if on a date not less than three
Business Days immediately preceding the date upon which, by the terms hereof,
any such moneys may become payable for any purpose (including, without
limitation, the principal of or interest on any Security), the Trustee shall not
have received with respect to such moneys the notice provided for in this
Section 6.3(d), then anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such moneys and to


                                       36
<PAGE>

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.

            The Trustee shall be entitled to conclusively rely on the delivery
to it of a written notice by a person representing himself to be a holder of
Senior Debt (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Debt (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 Debt to participate in any payment or distribution pursuant to
this Article, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article, and, if such evidence is not furnished, the Trustee
may defer any payment to such person pending judicial determination as to the
right of such person to receive such payment; nor shall the Trustee be charged
with knowledge of the curing or waiving of any default of the character
specified in Section 6.2 hereof or that any event or any condition preventing
any payment in respect of the Securities shall have ceased to exist, unless and
until the Trustee shall have received written notice to such effect.

            (e) The provisions of this Section 6.3 applicable to the Trustee
shall (unless the context requires otherwise) also apply to any Paying Agent for
the Company.

        Section 6.4 Reliance by Senior Debt on Subordination Provisions. Each
holder of any Security by his acceptance thereof acknowledges and agrees that
the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration for each holder of any Senior Debt, whether such
Senior Debt was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Debt, and such holder of Senior Debt shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Debt. Notice of any default in the payment of
any Senior Debt, except as expressly stated in this Article, and notice of
acceptance of the provisions hereof are hereby expressly waived. Except as
otherwise expressly provided herein, no waiver, forbearance or release by any
holder of Senior Debt under such Senior Debt or under this Article shall
constitute a release of any of the obligations or liabilities of the Trustee or
holders of the Securities provided in this Article.

        Section 6.5 No Waiver of Subordination Provisions. Except as otherwise
expressly provided herein, no right of any present or future holder of any
Senior Debt 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 any such holder may have or
be otherwise charged with.

        Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of, or notice to, the Trustee or the holders of the Securities, without
incurring responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article VI or the


                                       37
<PAGE>

obligations hereunder of the holders of the Securities to the holders of Senior
Debt, do any one or more of the following: (i) change the manner, place or terms
of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement
in any manner Senior Debt or any instrument evidencing the same or any agreement
under which Senior Debt, is outstanding; (ii) sell, exchange, release or
otherwise dispose of any property pledged, mortgaged or otherwise securing
Senior Debt; (iii) release any person liable in any manner for the collection of
Senior Debt; and (iv) exercise or refrain from exercising any rights against the
Company or any other person.

        Section 6.6 Trustee's Relation to Senior Debt. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article in respect of any Senior Debt at any time held by it, to the same extent
as any holder of Senior Debt, and nothing in Section 9.11 hereof or elsewhere in
this Indenture shall deprive the Trustee of any of its rights as such holder.

        With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations, as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of Senior Debt shall be read into this Indenture
against the Trustee. The Trustee shall not owe any fiduciary duty to the holders
of Senior Debt but shall have only such obligations to such holders as are
expressly set forth in this Article.

        Each holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding up or liquidation or
reorganization under any applicable bankruptcy law of the Company (whether in
bankruptcy, insolvency or receivership proceedings or otherwise), the timely
filing of a claim for the unpaid balance of such holder's Securities in the form
required in such proceedings and the causing of such claim to be approved. If
the Trustee does not file a claim or proof of debt in the form required in such
proceedings prior to 30 days before the expiration of the time to file such
claims or proofs, then any holder or holders of Senior Debt or their
representative or representatives shall have the right to demand, sue for,
collect, receive and receipt for the payments and distributions in respect of
the Securities which are required to be paid or delivered to the holders of
Senior Debt as provided in this Article and to file and prove all claims
therefor and to take all such other action in the name of the holders or
otherwise, as such holders of Senior Debt or representative thereof may
determine to be necessary or appropriate for the enforcement of the provisions
of this Article.

        Section 6.7 Other Provisions Subject Hereto. Except as expressly stated
in this Article, notwithstanding anything contained in this Indenture to the
contrary, all the provisions of this Indenture and the Securities are subject to
the provisions of this Article. However, nothing in this Article shall apply to
or adversely affect the claims of, or payment to, the Trustee pursuant to
Section 9.7. Notwithstanding the foregoing, the failure to make a payment on
account of principal of or interest on the Securities by reason of any provision
of this Article VI shall not be construed as preventing the occurrence of an
Event of Default under Section 8.1.

        Section 6.8 Certain Conversions, Interest Payments and Repurchases in
Common Stock Deemed Payment. For the purposes of this Article VI only, (1) the
issuance and delivery


                                       38
<PAGE>

of junior securities upon (i) conversion of Securities in accordance with
Article V, (ii) upon the payment of interest in accordance with Section 1 of the
form of Security (iii) upon the payment of Additional Interest in accordance
with Section 5.15 or (iv) upon the payment of Additional Voluntary Conversion
Interest in accordance with Section 5.16, in each case in the manner specified
in such respective Sections, shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest on
Securities or on account of the purchase or other acquisition of Securities, and
will therefore not be subject to the subordination provisions of this Article
VI, and (2) the payment, issuance or delivery of cash (excluding cash paid for
fractional shares upon conversion of a Security or payment of interest,
Additional Interest or Additional Voluntary Conversion Interest), property or
securities (other than junior securities) upon conversion, payment of interest,
payment of Additional Interest or payment of Additional Voluntary Conversion
Interest shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section, the term "junior securities"
means (a) shares of any stock of any class of the Company and (b) securities of
the Company which are subordinated in right of payment to all Senior Debt 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 VI. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors other than holders of Senior
Debt and the holders of the Securities, the right, which is absolute and
unconditional, of the holder of any Security to convert such Security in
accordance with Article V.

                                   ARTICLE VII

                                   SUCCESSORS

        Section 7.1 Merger, Consolidation or Sale of Assets. The Company may not
consolidate or merge with or into any person (whether or not the Company is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets unless:

               (a) the Company is the surviving corporation or the entity or the
person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia;

               (b) the entity or person formed by or surviving any such
consolidation or merger (if other than the Company) assumes all the Obligations
of the Company, pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee, under the Securities and the Indenture;

               (c) such sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the Company's properties or assets
shall be as an entirety or virtually as an entirety to one person and such
person shall have assumed all the Obligations of the Company, pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee, under
the Securities and the Indenture;


                                       39
<PAGE>

               (d) immediately after such transaction no Default or Event of
Default exists; and

               (e) the Company or such person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such transaction and the supplemental indenture comply with the Indenture and
that all conditions precedent in the Indenture relating to such transaction have
been satisfied.

        Section 7.2 Successor Corporation Substituted. Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 7.1 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for and may exercise every right and power of,
the Company under this indenture with the same effect as if such successor
person has been named as the Company herein; provided, however, that the
predecessor Company in the case of a sale, assignment, transfer, lease,
conveyance or other disposition shall not be released from the obligation to pay
the principal of and interest on the Securities.

                                  ARTICLE VIII

                              DEFAULTS AND REMEDIES

        Section 8.1   Events of Default.  An "Event of Default" occurs if:

               (a) the Company defaults in the payment of interest on any
Security when the same becomes due and payable, whether or not such payments
shall be prohibited by Article VI, and the Default continues for a period of 30
days after the date due and payable;

               (b) the Company defaults in the payment of the principal of any
Security when the same becomes due and payable at maturity, upon redemption or
otherwise, whether or not such payment shall be prohibited by Article VI;

               (c) the Company defaults in the payment of the Designated Event
Payment when the same becomes due and payable, whether or not such payment may
be prohibited by Article VI;

               (d) the Company fails to provide notice of any Designated Event
in accordance with Section 4.7;

               (e) the Company fails to observe or perform any other covenant or
agreement contained in this Indenture or the Securities, required by it to be
performed and the Default continues for a period of 60 days after the receipt of
written notice from the Trustee to the Company or from the holders of 25% in
aggregate principal amount of the then outstanding Securities to the Company and
the Trustee stating that such notice is a "Notice of Default";

               (f) there is a default 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

                                       40
<PAGE>


borrowed by the Company or any Subsidiary of the Company (or the payment of
which is guaranteed by the Company or any Subsidiary of the Company), whether
such Indebtedness or guarantee now exists or is created after the Issuance Date,
which default (i) is caused by a failure to pay when due principal of or
interest on such Indebtedness within the grace period provided for in such
Indebtedness (which failure continues beyond the longer of any applicable grace
period and 30 days) (a "Payment Default") or (ii) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there is a Payment Default or the maturity of
which has been so accelerated, aggregates $10 million or more;

               (g) a final, non-appealable judgment or final, non-appealable
judgments (other than any judgment as to which a reputable insurance company has
accepted full liability) for the payment of money are entered by a court or
courts of competent jurisdiction against the Company or any Subsidiary of the
Company and remain undischarged for a period (during which execution shall not
be effectively stayed) of 60 days, provided that the aggregate of all such
judgments exceeds $10 million;

               (h) the Company or any Material Subsidiary pursuant to or within
the meaning of any Bankruptcy Law: (i) commences a voluntary case, (ii) consents
to the entry of an order for relief against it in an involuntary case in which
it is the debtor, (iii) consents to the appointment of a Bankruptcy Custodian of
it or for all or substantially all of its property, (iv) makes a general
assignment for the benefit of its creditors, or (v) makes the admission in
writing that it generally is unable to pay its debts as the same become due; or

               (i) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (i) is for relief against the Company or any
Material Subsidiary of the Company in an involuntary case, (ii) appoints a
Bankruptcy Custodian of the Company or any Material Subsidiary of the Company or
for all or substantially all of its property, and the order or decree remains
unstayed and in effect for 60 days, or (iii) orders the liquidation of the
Company or any Material Subsidiary of the Company, and the order or decree
remains unstayed and in effect for 60 days.

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

        Section 8.2 Acceleration. If an Event of Default (other than an Event of
Default specified in clauses (h) and (i) of Section 8.1 hereof) occurs and is
continuing, the Trustee by notice to the Company, or the Noteholders of at least
25% in principal amount of the then outstanding Securities by notice to the
Company and the Trustee, may declare all the Securities to be due and payable.
Upon such declaration, the principal of, premium, if any, and accrued and unpaid
interest on the Securities shall be due and payable immediately. If an Event of
Default specified in clause (h) or (i) of Section 8.1 hereof occurs, such an
amount shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Noteholder. The
Noteholders of a majority in aggregate principal amount of the then outstanding
Securities by notice to the Trustee may rescind an acceleration and its


                                       41
<PAGE>

consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.

        Section 8.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal or interest then due and payable 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 Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

        Section 8.4 Waiver of Past Defaults. The Noteholders of a majority in
aggregate principal amount of the then outstanding Securities by notice to the
Trustee may waive an existing Default or Event of Default and its consequences
except a continuing Default or Event of Default in the payment of the Designated
Event Payment or the principal of, or interest on, any Security. When a Default
or Event of Default is waived, it is cured and ceases; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

        Section 8.5 Control by Majority. The Noteholders of a majority in
principal amount of the then outstanding Securities may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, is
unduly prejudicial to the rights of other Noteholders, or would involve the
Trustee in personal liability.

        Section 8.6 Limitation on Suits. A Noteholder may pursue a remedy with
respect to this Indenture or the Securities only if:

               (a) the Noteholder gives to the Trustee notice of a continuing
Event of Default;

               (b) the Noteholders of at least 25% in principal amount of the
then outstanding Securities make a request to the Trustee to pursue the remedy;

               (c) such Noteholder or Noteholders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

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

               (e) during such 60-day period the Noteholders of a majority in
principal amount of the then outstanding Securities do not give the Trustee a
direction inconsistent with the request.


                                       42
<PAGE>

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

        Section 8.7 Rights of Noteholders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Noteholder of a Security
to receive payment of principal and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Noteholder made pursuant to this
Section.

        Section 8.8 Collection Suit by Trustee. If an Event of Default specified
in Section 8.1(a) or (b) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid on the
Securities and interest on overdue principal and interest and such further
amount as shall be sufficient to cover the costs and, to the extent lawful,
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 and the Noteholders allowed in any
judicial proceedings relative to the Company, its creditors or its property.
Nothing contained herein shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Noteholder thereof, or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such proceeding.

        Section 8.10 Priorities. If the Trustee collects any money or property
pursuant to this Article, it shall pay out the money or proceeds, in the case of
property, in the following order:

            First: to the Trustee for amounts due under Section 9.7 hereof;

            Second: to the holders of Senior Debt to the extent required by
Article VI;

            Third: to Noteholders for amounts due and unpaid on the Securities
for principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and

            Fourth: to the Company.

        Except as otherwise provided in Section 2.12 hereof, the Trustee may fix
a record date and payment date for any payment to Noteholders made pursuant to
this Section.

        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 a 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, against any party litigant in the
suit, having due


                                       43
<PAGE>

regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
holder pursuant to Section 8.7 hereof, or a suit by Noteholders of more than 10%
in principal amount of the then outstanding Securities.

                                   ARTICLE IX

                                     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 skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

               (b) Except during the continuance of an Event of Default: (i) the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others and (ii) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions 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 (i) this paragraph does not limit the effect of
paragraph (b) of this Section 9.1; (ii) the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts and
(iii) 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 hereof.

               (d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section 9.1. No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

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

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


                                       44
<PAGE>

        Section 9.2 Rights of Trustee.

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

               (b) Before the Trustee acts or refrains from acting, it (unless
other evidence be herein specifically prescribed) may require an Officers'
Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

               (c) The Trustee may act through agents and nominees 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 that it takes
or omits to take in good faith, without negligence or willful misconduct, and
that it reasonably believes to be authorized or within its rights or powers.

               (e) The Trustee shall not be charged with knowledge of any Event
of Default under subsection (c), (d), (e), (f), (g), (h) or (i) of Section 8.1
unless either (1) a Responsible Officer assigned to its Corporate Trust Services
division shall have actual knowledge thereof, or (2) the Trustee shall have
received notice thereof in accordance with Section 12.2 hereof from the Company
or any holder.

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

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

               (h) 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.

               (i) 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.


                                       45
<PAGE>

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

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

        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 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 hereof.

        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 any Securities
authenticated and delivered by the Trustee in conformity with the provisions of
this Indenture, and it shall not be responsible for any statement of the Company
in the Indenture or any statement in the Securities other than its
authentication.

        Section 9.5 Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if it is actually known to the Trustee, the Trustee shall
mail to Noteholders a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
on any Security, the Trustee may withhold the notice if and so long as a
committee of its trust officers in good faith determines that withholding the
notice is in the interests of Noteholders.

        Section 9.6 Reports by Trustee to Noteholders. Within 60 days after the
reporting date stated in Section 12.10, the Trustee shall mail to Noteholders a
brief report dated as of such reporting date that complies with TIA Section
313(a) if and to the extent required by such Section 313(a). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

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

        Section 9.7 Compensation and Indemnity. The Company shall pay to the
Trustee from time to time such compensation for its services hereunder as the
Company and the Trustee shall agree on in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
and duly documented disbursements, expenses and advances incurred or made by it.
Such disbursements and expenses may include the reasonable and duly documented
disbursements, compensation and expenses of the Trustee's agents and counsel.


                                       46
<PAGE>

        The Company shall indemnify the Trustee and any predecessor Trustee and
its officers, directors, employees and all other agents against any loss,
damage, claims, liability or expense, including taxes (other than taxes based
upon, measured by, or determined by the income of the Trustee) incurred by it
except as set forth in the next paragraph. The Trustee shall notify the Company
promptly of any claim (whether asserted by the Company, by any holder or any
other person) for which it may seek indemnity. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable and duly documented
fees, disbursements and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

        The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through negligence, bad faith or willful
misconduct.

        To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except money or property held in trust to pay
principal and interest on particular Securities.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 8.1(h) or (i) 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 9.7 shall survive the termination of this
Indenture, and the resignation or removal of the Trustee.

        Section 9.8 Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section.

        The Trustee may resign by so notifying the Company. The Noteholders of a
majority in principal amount of the then outstanding Securities may remove the
Trustee by so notifying the Trustee and the Company. The Company may remove the
Trustee if:

               (a) the Trustee fails to comply with Section 9.10 hereof, unless
the Trustee's duty to resign is stayed as provided in TIA Section 310(b);

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

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

               (d) the Trustee becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the
Noteholders of a majority in principal amount of the then


                                       47
<PAGE>

outstanding Securities may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

        If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Noteholders of at least 10% in principal amount of the then outstanding
Securities may petition any court of competent jurisdiction at the expense of
the Company for the appointment of a successor Trustee.

        If the Trustee fails to comply with Section 9.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Noteholder who has been a bona fide holder of a Security for at least six months
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, the
Company shall promptly pay all amounts due and payable to the retiring Trustee
pursuant to Section 9.7 hereof and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Noteholders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 9.7 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 9.8, the
Company's obligations under Section 9.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

        Section 9.9 Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

        Section 9.10 Eligibility; Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1) and (5).
The Trustee, or if the Trustee is a member of a bank holding company system, its
bank holding company, shall always have a combined capital and surplus as stated
in Section 12.10 hereof. The Trustee is subject to TIA Section 310(b).

        Section 9.11 Preferential Collection of Claims Against Company. The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated therein.

        Section 9.12 Sections Applicable to Registrar, Paying Agent and
Conversion Agent. The term "Trustee" as used in Sections 6.3, 9.1, 9.2, 9.3, 9.4
and 9.7 hereof shall (unless the context requires otherwise) be construed as
extending to and including the Trustee acting in its capacity, if any, as
Registrar, Paying Agent and Conversion Agent.


                                       48
<PAGE>

                                    ARTICLE X

                             DISCHARGE OF INDENTURE

        Section 10.1 Termination of Company's Obligations. This Indenture shall
cease to be of further effect (except that the Company's obligations under
Sections 9.7 and 10.2 hereof shall survive) when all outstanding Securities
theretofore authenticated and issued have been delivered to the Trustee for
cancellation and the Company has paid all sums payable hereunder.

        Thereupon, the Trustee upon request of the Company, shall acknowledge in
writing the discharge of the Company's obligations under this Indenture, except
for those surviving obligations specified above.

        Section 10.2 Repayment to Company. The Trustee and the Paying Agent
shall promptly pay to the Company upon request any excess money or securities
held by them at any time.

        The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal, premium, if any, or
interest, if any, that remains unclaimed for the period ending on the earlier of
10 Business Days prior to the date such funds would escheat to the State or two
years after the date upon which such payment shall have become due; provided,
however, that the Company, or the Trustee at the request of the Company, shall
have first caused notice of such payment to the Company to be mailed to each
Noteholder entitled thereto no less than 30 days prior to such payment. After
payment to the Company, the Trustee and the Paying Agent shall have no further
liability with respect to such money and Noteholders entitled to the money must
look to the Company for payment as general creditors unless any applicable
abandoned property law designates another person.

                                   ARTICLE XI

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

        Section 11.1 Without Consent of Noteholders. The Company and the Trustee
may amend or supplement this Indenture or the Securities without the consent of
any Noteholder:

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

            (b) to comply with Sections 5.13 and 7.1 hereof;

            (c) to provide for uncertificated Securities in addition to
certificated Securities;

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

            (e) to qualify this Indenture under the TIA or to comply with the
requirements of the SEC in order to maintain the qualification of the Indenture
under the TIA; or


                                       49
<PAGE>

            (f) to make any change that provides any additional rights or
benefits to the holders of Securities.

        An amendment under this Section may not make any change that adversely
affects the rights under Article VI of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or any group or
representative thereof authorized to give a consent) consent to such change.

        Section 11.2 With Consent of Noteholders. Subject to Section 8.7 hereof,
the Company and the Trustee may amend or supplement this Indenture or the
Securities with the written consent (including consents obtained in connection
with any tender offer or exchange offer for Securities) of the Noteholders of at
least a majority in principal amount of the then outstanding Securities. Subject
to Sections 8.4 and 8.7 hereof, the Noteholders of a majority in principal
amount of the Securities then outstanding may also by their written consent
(including consents obtained in connection with any tender offer or exchange
offer for Securities) waive any existing Default as provided in Section 8.4 or
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Securities. However, without the consent of each
Noteholder affected, an amendment, supplement or waiver under this Section may
not (with respect to any Securities held by a nonconsenting Noteholder):

            (a) reduce the amount of Securities whose Noteholders must consent
to an amendment, supplement or waiver;

            (b) reduce the rate of or change the time for payment of interest on
any Security;

            (c) reduce the principal of or change the fixed maturity of any
Security;

            (d) make any Security payable in money other than that stated in the
Security;

            (e) make any change in Section 8.4, 8.7 or 11.2 hereof (this
sentence);

            (f) waive a default in the payment of the Designated Event Payment
or the principal of, or interest on, any Security (other than as provided in
Section 8.4);

            (g) waive a redemption payment payable on any Security;

            (h) make any change that adversely affects the right of Noteholders
to convert Securities into Common Stock of the Company; or

            (i) make any change in Articles V or VI hereof that adversely
affects the interests of the Noteholders.

        To secure a consent of the Noteholders under this Section 11.2, it shall
not be necessary for the Noteholders to approve the particular form of any
proposed amendment supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.


                                       50
<PAGE>

        An amendment under this Section may not make any change that adversely
affects the rights under Article VI of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or any group or
representative thereof authorized to give a consent) consent to such change.

        After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to Noteholders a notice briefly describing the
amendment or waiver.

        Section 11.3 Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental indenture
that complies with the TIA as then in effect.

        Section 11.4 Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Noteholder of a
Security is a continuing consent by the Noteholder and every subsequent
Noteholder of a Security or portion of a Security that evidences the same debt
as the consenting Noteholder's Security, even if notation of the consent is not
made on any Security. However, any such Noteholder or subsequent Noteholder may
revoke the consent as to such Noteholder's Security or portion of a Security if
the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate certifying that the Noteholders of the
requisite principal amount of Securities have consented to the amendment,
supplement or waiver.

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Noteholders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those persons who were
Noteholders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be Noteholders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Noteholders of the principal amount of Securities required hereunder or such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

        After an amendment, supplement or waiver becomes effective it shall bind
every Noteholder, unless it is of the type described in any of clauses (a)
through (i) of Section 11.2 hereof. In such case, the amendment or waiver shall
bind each Noteholder who has consented to it and every subsequent Noteholder of
a Security or portion of a Security that evidences the same debt as the
consenting Noteholder's Security.

        Section 11.5 Notation on or Exchange of Securities. The Trustee may
place an appropriate notation about an amendment or waiver on any Security
thereafter authenticated. The Company in exchange for all Securities may issue
and the Trustee shall authenticate new Securities that reflect the amendment or
waiver.

        Section 11.6 Trustee Protected. The Trustee shall sign all supplemental
indentures, except that the Trustee may, but need not, sign any supplemental
indenture that adversely affects its rights.


                                       51
<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS

        Section 12.1 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
automatically deemed to be incorporated in this Indenture by the TIA, the
incorporated provision shall control.

        Section 12.2 Notices. Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed by first class mail or nationally recognized courier to the other's
address stated in Section 12.10 hereof. The Company or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices
or communications.

        Notice shall be deemed given to the Trustee when received by the
Trustee.

        Any notice or communication to a Noteholder shall be mailed by first
class mail to his address shown on the register kept by the Registrar. Failure
to mail a notice or communication to a Noteholder or any defect in it shall not
affect its sufficiency with respect to other Noteholders.

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

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

        All notices or communications shall be in writing.

        In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by the Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

        Section 12.3 Communication by Noteholders with Other Noteholders.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Securities.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

        Section 12.4 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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


                                       52
<PAGE>

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

        Section 12.5 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 4.3) shall
include:

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

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

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

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

        Section 12.6 Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by, or a meeting of, Noteholders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

        Section 12.7 Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday
or a day on which banking institutions in the State of New York are not required
to be open. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If any other
operative date for purposes of this Indenture shall occur on a Legal Holiday
then for all purposes the next succeeding day that is not a Legal Holiday shall
be such operative date.

        Section 12.8 No Recourse Against Others. A director, officer, employee
or stockholder, as such of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Noteholder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

        Section 12.9 Counterparts. This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        Section 12.10 Variable Provisions. "Officer" means the Chairman of the
Board, the President, any Vice-President, the Treasurer, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company.


                                       53
<PAGE>

        The first certificate pursuant to Section 4.3 hereof shall be for the
2002 fiscal year ending on December 31, 2002.

        The reporting date for Section 9.6 hereof is June 1 of each year. The
first reporting date is June 1, 2003.

        The Trustee, or if the Trustee is a member of a bank holding company
system, its bank holding company, shall always have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition.

The Company's address is:    Coeur d'Alene Mines Corporation
                             505 Front Avenue
                             Coeur d'Alene, Idaho 83814
                             Attention:  Chief Financial Officer
                             Telephone number:  (208) 667-3511
                             Telefax number:  (208) 667-2213

with a copy to:              Brian D. Kilb
                             Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                             Los Angeles, California 90071
                             Telephone Number:  (213) 229-7000
                             Telefax Number:  (213) 229-7520

The Trustee's address is:    The Bank of New York
                             101 Barclay Street
                             New York, NY 10286
                             Attention: Corporate Trust Office -
                             Global Finance Unit
                             Telephone Number: 212-235-2403
                             Telefax Number: 212-235-2531

        Section 12.11 Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THIS INDENTURE AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT
OF LAWS PROVISIONS THEREOF.

        Section 12.12 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or an Affiliate. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.

        Section 12.13 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 12.14 Severability. In case any provision in this Indenture or
in the Securities shall be, invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


                                       54
<PAGE>

        Section 12.15 Table of Contents Headings, Etc. The Table of Contents,
Cross Reference Table, and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

        Section 12.16 WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

        Section 12.17 Jurisdiction. Each party hereto irrevocably agrees that
any legal suit, action or proceeding arising out of or relating to this
Indenture or the Securities may be instituted in any federal or state court in
the State and County of New York and waives any objection which it may now or
hereafter have to the laying of the venue of any such legal suit, action or
proceeding and waives immunity from jurisdiction or to service of process in
respect of any such suit, action or proceeding, and irrevocably submits to the
exclusive jurisdiction of any such court in any such suit, action or proceeding.
The Company agrees that a final judgment in any such suit, action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law in accordance with applicable
law.


                                       55
<PAGE>

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

                                   COEUR D'ALENE MINES CORPORATION,
                                   as Issuer

                                   By:  /s/ Dennis E. Wheeler
                                        -----------------------------
                                        Name:  Dennis E. Wheeler
                                        Title: Chairman, President and Chief
                                               Executive Officer

                                   THE BANK OF NEW YORK, as Trustee


                                   By:  /s/ Patricia M. Phillips
                                        -----------------------------
                                        Name:  Patricia M. Phillips
                                        Title:  Assistant Vice President


                                       56
<PAGE>

                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

                        [ORIGINAL ISSUE DISCOUNT LEGEND]

        FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT; THE CORPORATE SECRETARY AT 400 COEUR D'ALENE MINES BUILDING, 505 FRONT
AVENUE, COEUR D'ALENE, IDAHO 83814 will, beginning no later than 10 days after
May 31, 2002, promptly make available to holders upon request the issue price,
the amount of original issue discount, the issue date, the yield to maturity and
the comparable yield and projected payment schedule with respect to this Note.

                           [GLOBAL SECURITIES LEGEND]

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

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

                         [RESTRICTED SECURITIES LEGEND]

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), OR (B) IT IS AN ACCREDITED INVESTOR AS DEFINED
IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED
INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE


                                      A-1
<PAGE>

ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


                                      A-2
<PAGE>

No. ______________

                                                            Cusip No. __________

                         COEUR D'ALENE MINES CORPORATION
                  13 3/8% CONVERTIBLE SENIOR SUBORDINATED NOTE
                                    DUE 2003
                         COEUR D'ALENE MINES CORPORATION

        Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company")
promises to pay to ____________________________________________ the principal
amount of $________ on December 31, 2003, and to pay interest thereon in the
manner set forth on the reverse hereof accruing from May 31, 2002 at the rate of
13 3/8% per annum.

     Interest Payment Dates:  June 30 and December 31, commencing June 30, 2002

     Record Dates:            June 15 and December 15

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


                                      A-3

<PAGE>

        IN WITNESS WHEREOF, Coeur d'Alene Mines Corporation has caused this
Convertible Note to be signed manually or by facsimile by its duly authorized
officers.

Dated:  _______________
                                       COEUR D'ALENE MINES CORPORATION


                                       By:___________________________________

                                       By:___________________________________

[Seal]

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This is one of the 13 3/8% Convertible Senior Subordinated Notes due December
31, 2003 described in the within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

By:______________________________
    Authorized Signatory


                                      A-4
<PAGE>

                            [FORM OF REVERSE OF NOTE]

                         COEUR D'ALENE MINES CORPORATION

       13 3/8% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE DECEMBER 31, 2003

        1. Interest. This note is one of a series of the 13 3/8% Convertible
Senior Subordinated Notes due December 31, 2003 (the "Convertible Notes") issued
by Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"),
pursuant to an indenture dated as of May 31, 2002 (the "Indenture") between the
Company and The Bank of New York, as Trustee. The Company promises to pay
interest on the Convertible Notes in cash or, at the option of the Company, in
Common Stock, semiannually on each June 30 and December 31, commencing on June
30, 2002, to holders of record on the immediately preceding June 15 and December
15.

        In the event that the Company elects to pay interest in the Company's
Common Stock, such Common Stock will be valued at 90% of the average of the
Daily Market Price for the five trading days immediately preceding the second
Trading Day prior to the interest payment date.

        Interest on the Convertible Notes will accrue from the most recent date
to which interest has been paid, or if no interest has been paid, from the date
of issuance. Interest will be computed on the basis of a 360-day year of twelve
30-day months. To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the
rate borne by the Convertible Notes, compounded annually.

        2. Method of Payment. The Company will pay interest on the Convertible
Notes (except defaulted interest) to the persons who are registered holders of
the Convertible Notes entitled to such payments at the close of business on the
record date for the next interest payment date even though Convertible Notes are
canceled after the record date and on or before the interest payment date. The
Noteholder hereof must surrender Convertible Notes to a Paying Agent to collect
principal payments. 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. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a holder's registered
address. Additionally, the Company may elect to pay interest (including without
limitation, Additional Interest and Additional Voluntary Conversion Interest in
accordance with Sections 5.15 and 5.16 of the Indenture) in Common Stock.

        3. Paying Agent and Registrar. The Trustee will act as Paying Agent,
Registrar and Conversion Agent. The Company may change any Paying Agent,
Registrar, co-registrar or Conversion Agent without prior notice. The Company or
any of its Affiliates may act in any such capacity.

        4. Indenture. The terms of the Convertible Notes include those stated in
the Indenture (which is incorporated hereby as though fully set forth herein)
and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S.
Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture. The
Convertible Notes are subject to, and ratified by, all such


                                      A-5
<PAGE>

terms, certain of which are summarized hereon, and Noteholders are referred to
the Indenture and such Act for a statement of such terms. The Convertible Notes
are unsecured obligations of the Company limited to (except as otherwise
provided in the Indenture) an aggregate principal amount up to $21,479,000, and
are subordinated in right of payment to all existing and future Senior Debt of
the Company as provided in the Indenture. Any holder of this Convertible Note
shall be deemed to have agreed to and be bound by all the terms and conditions
contained in the Indenture applicable to a holder of a Convertible Note. All
capitalized terms herein that are not otherwise defined shall have the meaning
ascribed thereto in the Indenture.

        5. Optional Redemption. The Convertible Notes are not subject to
redemption at the Company's option prior to July 27, 2003. On such date and
thereafter, the Convertible Notes will be subject to redemption at the option of
the Company, in whole or in part (in any integral multiple of $1,000), upon not
less than 30 nor more than 40 days' prior notice by mail at the following
redemption price (expressed as a percentage of the principal amount set forth
below):

<TABLE>
<CAPTION>
        DATE                                                         REDEMPTION PRICE
        ----                                                         ----------------
       <S>                                                           <C>
        Beginning on July 27, 2003 and ending on December 30, 2003      102.675%

        December 31, 2003                                               100%
</TABLE>

in each case together with accrued and unpaid interest up to but not including
the redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on an interest payment date). On or after
the redemption date, interest will cease to accrue on the Convertible Notes, or
portion thereof, called for redemption.


        6. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 40 days before the redemption date to each holder of the
Convertible Notes to be redeemed at his address of record. The Convertible Notes
in denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000. In the event of a redemption of less than all of the
Convertible Notes, the Convertible Notes will be chosen for redemption by the
Trustee in accordance with the Indenture. Unless the Company defaults in making
such redemption payment, or the Paying Agent is prohibited from making such
payment pursuant to the Indenture, interest cease to accrue on the Convertible
Notes or portions of them called for redemption on and after the redemption
date.

        If this Convertible Note is redeemed subsequent to a record date with
respect to any interest payment date specified above and on or prior to such
interest payment date, then any accrued interest payable on such interest
payment date will be paid to the person in whose name this Convertible Note is
registered at the close of business on such record date.

        7. Mandatory Redemption. The Company will not be required to make
mandatory redemption payments with respect to the Convertible Notes. There are
no sinking fund payments with respect to the Convertible Notes.

        8. Repurchase at Option of Holder. If there is a Designated Event, the
Company shall be required to offer to purchase on the Designated Event Payment
Date all outstanding


                                      A-6
<PAGE>

Convertible Notes at a purchase price equal to 100% of the principal amount
thereof on the date of purchase, plus accrued and unpaid interest to the
Designated Event Payment Date, plus an amount payable in cash equal to the sum
of (i) $200.625 per each $1,000 principal amount of Convertible Notes and (ii)
the amount of interest payable per each $1,000 principal amount of Convertible
Notes from the date of issuance to June 30, 2002, less any interest actually
paid or provided for with respect to such Convertible Notes on or prior to the
Designated Event Payment Date. Holders of Convertible Notes that are subject to
such a Designated Event Offer will be mailed a notice of Designated Event Offer
from the Company prior to any related Designated Event Payment Date and, in
accordance with the procedures and terms set forth in the Indenture, may elect
to have such Convertible Notes or portions thereof in authorized denominations
purchased by completing the form entitled "Option of Noteholder To Elect
Purchase." Noteholders have the right to withdraw their election by delivering a
written notice of withdrawal to the Paying Agent in accordance with the terms of
the Indenture.

        9. Subordination. The payment of the principal of, premium, if any,
interest on, or any other amounts due on the Convertible Notes is subordinated
in right of payment to all existing and future Senior Debt of the Company, as
described in the Indenture. Each Noteholder, by accepting a Convertible Note,
agrees to such subordination and authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee as its attorney-in-fact for
such purpose.

        10. Conversion. The holder of any Convertible Note has the right at any
time prior to the close of business (New York time) on the date of the
Convertible Note's maturity, to convert the principal amount thereof (or any
portion thereof that is an integral multiple of $1,000) into shares of Common
Stock at the initial Conversion Price of $1.35 per share, subject to adjustment
under certain circumstances as more fully described in Section 5.6 of the
Indenture, except that if a Convertible Note is called for redemption, the
conversion right will terminate at the close of business on the Business Day
immediately preceding the date fixed for redemption.

        To convert a Convertible Note, a holder must (1) complete and sign a
notice of election to convert substantially in the form set forth below, (2)
surrender the Convertible Note to a Conversion Agent, (3) furnish appropriate
endorsements or transfer documents if required by the Registrar or Conversion
Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no
adjustment or payment will be made for interest or dividends (except for any
required payment of Additional Voluntary Conversion Interest), but if any
Noteholder surrenders a Convertible Note for conversion after the close of
business on the record date for the payment of an installment of interest and
prior to the opening of business on the next interest payment date, then,
notwithstanding such conversion, the interest payable on such interest payment
date will be paid to the registered holder of such Convertible Note on such
record date. In such event, such Convertible Note, when surrendered for
conversion, must be accompanied by payment in funds acceptable to the Company of
an amount equal to the interest (but in no circumstance shall this requirement
to pay interest upon conversion result in any holder being required to pay any
Additional Voluntary Conversion Interest to the Company) payable on such
interest payment date on the portion so converted. The number of shares of
Common Stock issuable upon conversion of a Convertible Note is determined by
dividing the principal amount of the Convertible Note converted by the
Conversion Price in effect on the Conversion Date and then adding any shares of
Common Stock to be delivered in payment of the Additional Voluntary


                                      A-7
<PAGE>
Conversion Interest. No fractional shares will be issued upon conversion but a
cash adjustment will be made for any fractional interest.

        A Convertible Note in respect of which a holder has delivered an "Option
of Noteholder to Elect Purchase" form appearing below exercising the option of
such holder to require the Company to purchase such Convertible Note may be
converted only if the notice of exercise is withdrawn as provided above and in
accordance with the terms of the Indenture. The above description of conversion
of the Convertible Notes is qualified by reference to, and is subject in its
entirety by, the more complete description thereof contained in the Indenture.

        11. Automatic Conversion by Company. If at any time the Daily Market
Price of the Company's Common Stock exceeds 200% of the Conversion Price for at
least 20 Trading Days during a 30-day Trading Day period, the Company may elect
to automatically convert the Convertible Notes into Common Stock pursuant to
Section 5.15 of the Indenture. In the event that the date that the Convertible
Notes will be automatically converted occurs on or prior to Maturity, the
Company will pay Additional Interest in cash or, at the Company's election, in
Common Stock to the holders. If the Company elects to pay Additional Interest,
if any, on the Convertible Notes in Common Stock, such shares of Common Stock
will be valued at 90% of the average of the Daily Market Price for the five
Trading Days immediately preceding the second Trading Day preceding the date of
the Automatic Conversion. In the event of an Automatic Conversion on or prior to
Maturity, each holder of the Convertible Notes will receive Additional Interest
in an amount equal to the sum of sum of (i) $200.625 per each $1,000 principal
amount of Convertible Notes and (ii) the amount of interest payable per each
$1,000 principal amount of Convertible Notes from the date of issuance to June
30, 2002 in Common Stock or cash at the election of the Company, less any
interest actually paid or provided for on or prior to the date of the Automatic
Conversion.

        12. Voluntary Conversion by Holder. If any holder elects to voluntarily
convert its Convertible Notes at any time on or prior to Maturity, such holders
will receive a payment of Additional Voluntary Conversion Interest upon
conversion so long as the Company has not previously mailed an automatic
conversion notice to holders. In the event that the Company elects to pay
Additional Voluntary Conversion Interest, if any, on the Convertible Notes in
Common Stock upon a voluntary conversion, the shares of Common Stock will be
valued at 90% of the average of the Daily Market Price for the five Trading Days
immediately preceding the second Trading Day preceding the Conversion Date,
subject to a minimum valuation of the Conversion Price, less interest actually
paid or provided for with respect to such Convertible Notes on or prior to the
date of such voluntary conversion.

        13. Denominations, Transfer, Exchange. The Convertible Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000. The transfer of Convertible Notes may be registered, and
Convertible Notes may be exchanged, as provided in the Indenture. The Registrar
may require a Noteholder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of any Convertible Note or portion of a Convertible Note selected
for redemption (except the unredeemed portion of any Convertible Note being
redeemed in part). Also, the Registrar need


                                      A-8
<PAGE>

not exchange or register the transfer of any Convertible Note for a period of 15
days before a selection of Convertible Notes to be redeemed.

        14. Persons Deemed Owners. Except as provided in paragraph 2 of this
Convertible Note, the registered Noteholder of a Convertible Note may be treated
as its owner for all purposes.

        15. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for the shorter of two years after such payment was due or a
period ending 10 Business Days prior to the date, such funds would escheat to
the State, the Trustee and the Paying Agent shall pay the money back to the
Company at its request. After that, Noteholders of Convertible Notes entitled to
the money must look to the Company for payment unless an abandoned property law
designates another person and all liability of the Trustee and such Paying Agent
with respect to such money shall cease.

        16. Defaults and Remedies. The Convertible Notes shall have the Events
of Default as set forth in Section 8.1 of the Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee by notice to the Company or the Noteholders of at least 25% in
aggregate principal amount of the then outstanding Convertible Notes by notice
to the Company and the Trustee may declare all the Convertible Notes to be due
and payable immediately, except that in the case of an Event of Default arising
from certain events of bankruptcy or insolvency, all unpaid principal and
interest accrued on the Convertible Notes shall become due and payable
immediately without further action or notice. Upon acceleration as described in
either of the preceding sentences, the subordination provisions of the Indenture
preclude any payment being made to Noteholders for at least 5 days except as
otherwise provided in the Indenture and may preclude payment entirely.

        The Noteholders of a majority in principal amount of the Convertible
Notes then outstanding by written notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration. Noteholders may not enforce the Indenture or the
Convertible Notes except as provided in the Indenture. Subject to certain
limitations, Noteholders of a majority in principal amount of the then
outstanding Convertible Notes issued under the Indenture may direct the Trustee
in its exercise of any trust or power. The Company must furnish compliance
certificates to the Trustee annually. The above description of Events of Default
and remedies is qualified by reference to, and subject in its entirety by, the
more complete description thereof contained in the Indenture.

        17. Amendments, Supplements and Waivers. Subject to certain exceptions,
the Indenture or the Convertible Notes may be amended or supplemented with the
consent of the Noteholders of at least a majority in principal amount of the
then outstanding Convertible Notes (including consents obtained in connection
with a tender offer or exchange offer for Convertible Notes), and any existing
default may be waived with the consent of the Noteholders of a majority in
principal amount of the then outstanding Convertible Notes including consents
obtained in connection with a tender offer or exchange offer for Convertible
Notes. Without the consent of any Noteholder, the Indenture or the Convertible
Notes may be amended, among other things, to


                                      A-9
<PAGE>

cure any ambiguity, defect or inconsistency, to provide for assumption of the
Company's obligations to Noteholders, to make any change that does not adversely
affect the rights of any Noteholder, to qualify the Indenture under the TIA, and
to comply with the requirements of the SEC in order to maintain the
qualification of the Indenture under the TIA.

        18. Trustee Dealings with the Company. The Trustee, in its individual or
any other capacity, may become the owner or pledgee of Convertible Notes and may
otherwise deal with the Company or an Affiliate with the same rights it would
have if it were not Trustee, subject to certain limitations provided for in the
Indenture and in the TIA. Any Agent may do the same with like rights.

        19. 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 Convertible Notes or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Noteholder, by accepting a Convertible Note, waives and releases
all such liability. The waiver and release are part of the consideration for the
issue of the Convertible Notes.

        20. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THE CONVERTIBLE NOTES WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.

        21. Authentication. The Convertible Notes shall not be valid until
authenticated by the manual signature of an authorized officer of the Trustee or
an authenticating agent.

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

        23. Definitions. Capitalized terms not defined in this Convertible Note
have the meaning given to them in the Indenture. The Company will furnish to any
Noteholder of the Convertible Notes upon written request and without charge a
copy of the Indenture. Request may be made to:

            Coeur d'Alene Mines Corporation
            505 Front Avenue
            Coeur d'Alene, Idaho 83814
            Attention of:  Investor Relations



                                      A-10
<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

                                   SCHEDULE A

        The initial principal amount at maturity of this Global Security shall
be $___________. The following increases or decreases in the principal amount of
this Global Security have been made:

<TABLE>
                                                               Principal           Signature of
                    Amount of            Amount of          Amount of this         Authorized
                   increase in          Decrease in        Global Security         Officer of
                   Principal             Principal          Following such         Trustee or
                 Amount of this        Amount of this        Decrease or           Securities
Date Made       Global Security       Global Security          Increase             Custodian
---------       ---------------       ---------------       --------------         -----------
<S>             <C>                  <C>                    <C>                     <C>

</TABLE>


                                      A-11
<PAGE>

                     OPTION OF NOTEHOLDER TO ELECT PURCHASE

        If you want to elect to have this Convertible Note or a portion thereof
repurchased by the Company pursuant to Section 3.8 or 4.7 of the Indenture,
check the box: [ ]

        If the purchase is in part, indicate the portion (in denominations of
$1,000 or any integral multiple thereof) to be purchased: __________

  Your Signature:
                              __________________________________________

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

  Date:______________________


  Signature Guarantee:(1)
                              __________________________________________

--------

(1)  Signature must be guaranteed by a commercial bank, trust company or member
     firm of the New York Stock Exchange.


                                      A-12
<PAGE>

                               ELECTION TO CONVERT

To:     Coeur d'Alene Mines Corporation

        The undersigned owner of $________ in principal of Coeur d'Alene Mines
Corporation's 13 3/8% Convertible Senior Subordinated Notes due December 31,
2003 (the "Convertible Note") hereby irrevocably exercises the option to convert
the Convertible Note, or the portion below designated, into Common Stock of
Coeur d'Alene Mines Corporation in accordance with the terms of the Indenture
referred to in the Convertible Note, and directs that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned, unless a
different name has been indicated in the assignment below. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto.

Date:
                                    Amount of Convertible Note to be converted
                                    ($1,000 or integral multiples thereof);


                                    $___________________________

                                    Signature (for conversion only)



                                    _____________________________________

                                    Please Print or Typewrite
                                    Name and Address, Including
                                    Zip Code, and Social Security
                                    or Other Identifying Number:

                                    _____________________________________

                                    _____________________________________

                                    _____________________________________

                                    _____________________________________
                                    Signature Guarantee(2)


--------
(2)  Signature must be guaranteed by a commercial bank, trust company or member
     firm of the New York Stock Exchange.


                                      A-13
<PAGE>

                                                                       EXHIBIT B

               [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
              WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS]


Coeur d'Alene Mines Corporation
The Bank of New York
101 Barclay Street
New York, NY 10286

Attention:  Corporate Trust Office - Global Finance Unit

Ladies and Gentlemen:

        This certificate is delivered to request a transfer of $____ principal
amount of the 13 3/8% Convertible Senior Subordinated Notes due 2003 (the
"Securities") of Coeur d'Alene Mines Corporation (the "Issuer").

        Upon transfer, the Securities would be registered in the name of the new
beneficial owner as follows:

        Name:  ___________________________________

        Address:  ________________________________

        Taxpayer ID Number:  _____________________

        The undersigned represents and warrants to you that:

        1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), and we are acquiring the Securities not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risk of our investment in
the Securities and invest in or purchase securities similar to the Securities in
the normal course of our business. We and any accounts for which we are acting
are each able to bear the economic risk of our or its investment.

        2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the later of the date which is two years after
(X) the later of (A) the date of original issue or (B) the date on which this
Security was acquired from an affiliate of the Issuer or (Y) the date that is
three months after the last date on which the Issuer or any affiliate of the
Issuer was the owner of such Securities (or any predecessor thereto) only (a) to
the Issuer or any subsidiary thereof, (b) to a Qualified Institutional Buyer in
compliance with Rule 144A under the Securities Act, (c) to an Accredited


                                       B-1
<PAGE>

Investor that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. Broker-Dealer) to the Trustee a signed letter containing certain
representations and agreements relating to the restrictions on transfer of this
security (the form of which letter can be obtained from the Trustee for this
Security), (d) pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if available), (e) in accordance with another
exemption from the registration requirements of the Securities Act (and based
upon an opinion of counsel if the Issuer so requests), or (f) pursuant to an
effective registration statement under the Securities Act, subject in each of
the foregoing cases to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state
securities laws. In connection with any transfer of this security prior to the
later of the date which is two years after (X) the later of (A) the date of
original issue or (B) the date on which this Security was acquired from an
affiliate of the Issuer or (Y) the date that is three months after the last date
on which the Issuer or any affiliate of the Issuer was the owner of such
Securities (or any predecessor thereto), pursuant to clause (c) or (e) above if
the holder must, prior to such transfer, furnish to the Trustee and the Issuer
such certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

                                            ------------------------------------
                                                     [Name of Transferee]

                                            By:
                                               ---------------------------------
                                                     Authorized Signature


                                       B-2
<PAGE>

                                                                       EXHIBIT C

                      [FORM OF CERTIFICATE TO BE DELIVERED
               IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]


Coeur d'Alene Mines Corporation
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Office - Global Finance Unit

         Re:    Coeur d'Alene Mines Corporation (the "Issuer")
                13 3/8% Convertible Senior Subordinated Notes due 2003 (the
                "Securities").

Ladies and Gentlemen:

        In connection with our proposed sale of $________ aggregate principal
amount at maturity of the Securities, we hereby certify that such transfer is
being effected pursuant to and in accordance with Rule 144A ("Rule 144A") under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, we hereby further certify that the Securities are being
transferred to a person that we reasonably believe is purchasing the Securities
for its own account, or for one or more accounts with respect to which such
person exercises sole investment discretion, and such person and each such
account is a "qualified institutional buyer" within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Securities are
being transferred in compliance with any applicable blue sky securities laws of
any state of the United States.

        You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                            Very truly yours,


                                            ------------------------------------
                                                       [Name of Transferor]


                                            By:
                                               ---------------------------------
                                                    Authorized Signature

                                   C-1